Common use of Pro Rata Treatment; Participations Clause in Contracts

Pro Rata Treatment; Participations. It is agreed that (a) prior to the occurrence and continuance of a Triggering Event, each Secured Party shall be entitled to receive and retain for its own account, and shall never be required to disgorge to Collateral Agent or any other Secured Party hereunder or acquire direct or participating interests in such Secured Party’s Obligations, scheduled payments or voluntary prepayments, payments for the redemption or purchase of principal, interest, fees and premium, if any, settlement payments and any other payments in respect of the First Lien Documents or Second Lien Documents, all in compliance with the terms thereof (subject to any provision otherwise in the First Lien Agreement or Second Lien Agreement dealing with sharing among First Lien Lenders and Second Lien Lenders, respectively), and (b) after the occurrence and during the continuance of a Triggering Event, all proceeds shall be applied by Collateral Agent and shared first, by the First Lien Secured Parties ratably as set forth in Section 4.03 and after the First Lien Obligations Payment Date, then shared by the Second Lien Secured Parties to be shared ratably by them. In the event that any First Lien Secured Party shall obtain payment after the occurrence and during the continuance of a Triggering Event, whether in whole or in part, from proceeds (other than (a) payments made by Collateral Agent in accordance with Section 4.03 or (b) the exercise by Approved Hedge Counterparty of netting or offset rights under Approved Hedge Counterparty Swap Contracts) in respect of its portion of the First Lien Obligations, such First Lien Secured Party shall (i) promptly notify Collateral Agent (which may conclusively rely on such notice) and (ii) purchase for cash from such other First Lien Secured Party(ies) holding a priority claim a participation in such Obligations held by such other First Lien Secured Party(ies) having a priority claim in the priority set forth in Section 4.03; provided, however, Approved Hedge Counterparty shall not be obligated to hold in trust, pay over, or share with Collateral Agent or any other party, as applicable, any portion of the proceeds of any letter of credit which has been issued to Approved Hedge Counterparty to remedy an Additional Termination Event (as defined in and in accordance with Part 1(h) of the Schedule to the Approved Hedge Counterparty Swap Contract) or to secure any hedge transaction(s) between Obligor and Approved Hedge Counterparty that exceeds the limitations on Swap Contracts specified in the Existing First Lien Credit Agreement (“Exempt LC”). Collateral Agent consents to such letter of credit. Each Obligor expressly consents to the foregoing arrangements and agrees that any Secured Party holding such a participation may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any Obligor to such Secured Party as fully as if such Secured Party had made a loan directly to such Obligor in the amount of such participation. Intercreditor and Collateral Agency Agreement

Pro Rata Treatment; Participations. It is agreed that (a) prior to the occurrence and continuance of a Triggering Event, each Secured Party shall be entitled to receive and retain for its own account, and shall never be required to disgorge to Collateral Agent or any other Secured Party hereunder or acquire direct or participating interests in such Secured Party’s Obligations, scheduled payments or voluntary prepayments, payments for the redemption or purchase of principal, interest, fees and premium, if any, settlement payments and any other payments in respect of the First Lien Documents or Second Lien Documents, all in compliance with the terms thereof (subject to any provision otherwise in the First Lien Agreement or Second Lien Agreement dealing with sharing among First Lien Lenders and Second Lien Lenders, respectively), and (b) after the occurrence and during the continuance of a Triggering Event, all proceeds shall be applied by Collateral Agent and shared first, by the First Lien Secured Parties ratably as set forth in Section 4.03 and after the First Lien Obligations Payment Date, then shared by the Second Lien Secured Parties to be shared ratably by them. In the event that any First Lien Secured Party shall obtain payment after the occurrence and during the continuance of a Triggering Event, whether in whole or in part, from proceeds (other than (a) payments made by Collateral Agent in accordance with Section 4.03 or (b) the exercise by Approved Hedge Counterparty of netting or offset rights under Approved Hedge Counterparty Swap Contracts) in respect of its portion of the First Lien Obligations, such First Lien Secured Party shall (i) promptly notify Collateral Agent (which may conclusively rely on such notice) and (ii) purchase for cash from such other First Lien Secured Party(ies) holding a priority claim a participation in such Obligations held by such other First Lien Secured Party(ies) having a priority claim in the priority set forth in Section 4.03; provided, however, Approved Hedge Counterparty shall not be obligated to hold in trust, pay over, or share with Collateral Agent or any other party, as applicable, any portion of the proceeds of any letter of credit which has been issued to Approved Hedge Counterparty to remedy an Additional Termination Event (as defined in and in accordance with Part 1(h) of the Schedule to the Approved Hedge Counterparty Swap Contract) or to secure any hedge transaction(s) between Obligor and Approved Hedge Counterparty that exceeds the limitations on Swap Contracts specified in the Existing First Lien Credit Agreement (“Exempt LC”). Collateral Agent consents to such letter of credit. Each Obligor expressly consents to the foregoing arrangements and agrees that any Secured Party holding such a participation may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any Obligor to such Secured Party as fully as if such Secured Party had made a loan directly to such Obligor in the amount of such participation. Intercreditor and Collateral Agency Agreement.

Pro Rata Treatment; Participations. It is agreed that (a) prior to the occurrence and continuance of a Triggering Event, each Secured Party shall be entitled to receive and retain for its own account, and shall never be required to disgorge to Collateral Agent or any other Secured Party hereunder or acquire direct or participating interests in such Secured Party’s Obligations, scheduled payments or voluntary prepayments, payments for the redemption or purchase of principal, interest, fees and premium, if any, settlement payments and any other payments in respect of the First Lien Documents or Second Lien Documents, all in compliance with the terms thereof (subject to any provision otherwise in the First Lien Agreement or Second Lien Agreement dealing with sharing among First Lien Lenders and Second Lien Lenders, respectively), and (b) after the occurrence and during the continuance of a Triggering Event, all proceeds shall be applied by Collateral Agent and shared first, by the First Lien Secured Parties ratably as set forth in Section 4.03 and after the First Lien Obligations Payment Date, then shared by the Second Lien Secured Parties to be shared ratably by them. In the event that any First Lien Secured Party shall obtain payment after the occurrence and during the continuance of a Triggering Event, whether in whole or in part, from proceeds (other than (a) payments made by Collateral Agent in accordance with Section 4.03 or (b) the exercise by Approved Hedge Counterparty of netting or offset rights under Approved Hedge Counterparty Swap Contracts) in respect of its portion of the First Lien Obligations, such First Lien Secured Party shall (i) promptly notify Collateral Agent (which may conclusively rely on such notice) and (ii) purchase for cash from such other First Lien Secured Party(ies) holding a priority claim First Lien Obligation a participation in such Obligations held by such other First Lien Secured Party(ies) having holding a priority claim First Lien Obligation in the priority set forth in Section 4.03; provided, however, Approved Hedge Counterparty shall not be obligated to hold in trust, pay over, or share with Collateral Agent or any other party, as applicable, any portion of the proceeds of any letter of credit which has been issued to Approved Hedge Counterparty to remedy an Additional Termination Event (as defined in and in accordance with Part 1(h) of the Schedule to the Approved Hedge Counterparty Swap Contract) or to secure any hedge transaction(s) between Obligor and Approved Hedge Counterparty that exceeds the limitations on Swap Contracts specified in the Existing First Lien Credit Agreement (“Exempt LC”). Collateral Agent consents to such letter of credit. Each Obligor expressly consents to the foregoing arrangements and agrees that any Secured Party holding such a participation may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any the Obligor to such Secured Party as fully as if such Secured Party had made a loan directly to such the Obligor in the amount of such participation. Intercreditor and Collateral Agency Agreement.

Pro Rata Treatment; Participations. It is agreed The Creditors hereby agree among themselves that (a) prior to the occurrence and continuance of a Triggering Event, each Secured Party Creditor shall be entitled to receive and retain for its own account, and shall never be required to disgorge to the Collateral Agent or any other Secured Party Creditor hereunder or acquire direct or participating interests in such Secured Party’s Creditor's Obligations, scheduled payments or voluntary prepayments, payments for the redemption or purchase of principal, interest, fees and premium, if any, settlement payments and any other payments in respect of the First Lien Documents or Second Lien DocumentsPrincipal Agreements, all in compliance with the terms thereof (subject to any provision otherwise in the First Lien Agreement or Second Lien Agreement dealing with sharing among First Lien Lenders and Second Lien Lenders, respectively)thereof, and (b) after the occurrence and during the continuance of a Triggering Event, all proceeds Proceeds shall be applied by the Collateral Agent and shared first, by the First Lien Secured Parties ratably as set forth Creditors in accordance with the respective Pro Rata Share held by each of them and in accordance with Section 4.03 and after the First Lien Obligations Payment Date, then shared by the Second Lien Secured Parties to be shared ratably by them2.03. In the event that any First Lien Secured Party Creditor shall obtain payment after the occurrence and during the continuance of a Triggering Event, whether in whole or in part, from proceeds any source (other than (a) payments made by the Collateral Agent in accordance with Section 4.03 2.03 or (b) the exercise by Approved Hedge Counterparty Counterparties of netting or offset rights under Approved Hedge Counterparty Swap ContractsAgreements) in respect of its portion of the First Lien Obligations, including, without limitation, payments by reason of the exercise of its right of offset, banker's lien, general lien or counterclaim or otherwise through the exercise of any remedy or any other effort to collect amounts due from any Obligor, such First Lien Secured Party Creditor shall (i) promptly notify the Collateral Agent (which may conclusively rely on such notice) and (ii) purchase for cash from such other First Lien Secured Party(iesCreditor(s) holding a priority claim a participation in such Obligations held by such other First Lien Secured Party(iesCreditor(s) having a priority claim in the priority set forth in Section 4.03; provided, however, Approved Hedge Counterparty shall not be obligated to hold in trust, pay over, or share with Collateral Agent or any other party, as applicable, any portion of the proceeds of any letter of credit which has been issued to Approved Hedge Counterparty to remedy an Additional Termination Event (as defined in and in accordance with Part 1(h) of the Schedule to the Approved Hedge Counterparty Swap Contract) or to secure any hedge transaction(s) between Obligor and Approved Hedge Counterparty that exceeds the limitations on Swap Contracts specified in the Existing First Lien Credit Agreement (“Exempt LC”). Collateral Agent consents to such letter of credit2.03. Each Obligor expressly consents to the foregoing arrangements and agrees that any Secured Party Creditor holding such a participation may exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by any Obligor to such Secured Party Creditor as fully as if such Secured Party Creditor had made a loan directly to such Obligor in the amount of such participation. Intercreditor and Collateral Agency Agreement.

Pro Rata Treatment; Participations. It is agreed that (a) prior to the occurrence and continuance of a Triggering Event, each Secured Party shall be entitled to receive and retain for its own account, and shall never be required to disgorge to Collateral Agent or any other Secured Party hereunder or acquire direct or participating interests in such Secured Party’s Obligations, scheduled payments or voluntary prepayments, payments for the redemption or purchase of principal, interest, fees and premium, if any, settlement payments and any other payments in respect of the First Lien Documents or Second Lien Documents, all in compliance with the terms thereof (subject to any provision otherwise in the First Lien Agreement or Second Lien Agreement dealing with sharing among First Lien Lenders and Second Lien Lenders, respectively), and (b) after the occurrence and during the continuance of a Triggering Event, all proceeds shall be applied by Collateral Agent and shared first, by the First Lien Secured Parties ratably as set forth in Section 4.03 and after the First Lien Obligations Payment Date, then shared by the Second Lien Secured Parties to be shared ratably by them. In the event that any First Lien Secured Party shall obtain payment after the occurrence and during the continuance of a Triggering Event, whether in whole or in part, from proceeds (other than (a) payments made by Collateral Agent in accordance with Section 4.03 or (b) the exercise by an Approved Hedge Counterparty of netting or offset rights under an Approved Hedge Counterparty Swap ContractsContract) in respect of its portion of the First Lien Obligations, such First Lien Secured Party shall (i) promptly notify Collateral Agent (which may conclusively rely on such notice) and (ii) purchase for cash from such other First Lien Secured Party(ies) holding a priority claim First Lien Obligation a participation in such Obligations held by such other First Lien Secured Party(ies) having holding a priority claim First Lien Obligation in the priority set forth in Section 4.03; provided, however, no Approved Hedge Counterparty shall not be obligated to hold in trust, pay over, or share with Collateral Agent or any other party, as applicable, any portion of the proceeds of any letter of credit which has been issued to such Approved Hedge Counterparty to remedy an Additional Termination Event (as defined in and in accordance with Part 1(h) of the Schedule to the applicable Approved Hedge Counterparty Swap Contract) or to secure any hedge transaction(s) between an Obligor and Approved Hedge Counterparty that exceeds the limitations on Swap Contracts specified in the Existing First Lien Credit Agreement (“Exempt LC”). Collateral Agent consents to such letter of credit. Each Obligor expressly consents to the foregoing arrangements and agrees that any Secured Party holding such a participation may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any Obligor to such Secured Party as fully as if such Secured Party had made a loan directly to such Obligor in the amount of such participation. Intercreditor and Collateral Agency Agreement.