Common use of Pro-rata Recovery Clause in Contracts

Pro-rata Recovery. If any Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it or participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks upon principal of and interest on all Notes (or such participation), such Bank shall purchase from the other Banks such participations in the Notes (or subparticipations in the Letters of Credit) held by them as shall be necessary to cause such purchasing Bank to share the excess payment or other recovery ratably in accordance with the Percentages of the Revolving Credit with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations, Hedging Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, the Letters Letter of Credit) Credit Obligations and/or Hedging Obligations held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, Equipment Credit, the Letters Term Loan and/or the Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, Term Loan A, Term Loan B, Term Loan C, and/or the Letters Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, Term Loan, Draw-To Term Loan, and/or the Letters Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, Term Loan A, Draw-to-Facility, and/or the Letters Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, the Letters Table of Credit) Contents Term Loan, and/or the Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff offset or otherwise) on account of principal of, or interest on, any of the Advances made by it or participations in Letter indebtedness and obligations of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) Borrowers hereunder in excess of its pro rata share of payments then or thereafter obtained by all Banks upon principal of all such indebtedness and interest on all Notes (or such participation)obligations, such Bank shall purchase from the other Banks such participations in the Notes (or subparticipations in the Letters and/or Letter of Credit) Credit Obligations held by them as shall be necessary to cause such purchasing Bank to share the excess payment or other recovery ratably in accordance with the Percentages respective aggregate principal amounts of each Bank's Loans and risk participations in Letters of Credit outstanding as of the Revolving Credit with each date of themthe Event of Default; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, the Letters Term Loan, the Acquisition Credit and/or the Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If Subject to Section 10.4(c), if any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its Second Amended and Restated Credit Agreement pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit and/or the Letters Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Revolving Credit Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, Term Loan A, Term Loan B, and/or the Letters Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, the Letters Term Loan and/or the Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Revolving Credit Percentages or Term Loan Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Pro-rata Recovery. If any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving Credit, Equipment Credit, the Letters Term Loan, Term Loan B and/or the Letter of Credit) Credit Obligation held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.”

Pro-rata Recovery. If Subject to Section 10.4(c), if any Bank Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of, or interest on, any of the Advances made by it it, or the participations in Letter of Credit Obligations or Swing Line Advances held by it (or on account of its participation in any Letter of Credit) in excess of its pro rata share of payments then or thereafter obtained by all Banks Lenders upon principal of and interest on all Notes (or such participation)Indebtedness, such Bank Lender shall purchase from the other Banks Lenders such participations in the Notes (or subparticipations in Revolving CreditFacilities and/or the Letters Letter of Credit) Credit Obligations held by them as shall be necessary to cause such purchasing Bank Lender to share the excess payment or other recovery ratably in accordance with the applicable Revolving CreditApplicable Commitment Percentages of the Revolving Credit with each of themLenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.