Common use of Proration of Payments Clause in Contracts

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (i) principal of any Loan or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal all Loans and Letters of and interest on Credit (including after giving effect to the Loans (loss of any payment or such participation) then held recovery by themany other Lender), then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in and/or Letters of Credit) Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably pro rata with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans , but without interest unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender which is required to restore such purchase price shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood pay its pro rata share of such interest. The Borrowers agree that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from the other Lenders under this Section 6.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 6.4) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If Except as otherwise set forth in this Agreement, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 8.6 or 15.4 and (y) payments of interest on any Affected Loan15.4) or (ii) its participation in any Letter of Credit or Swing Line Loans in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Except as otherwise set forth in this Agreement, all Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans Loan in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the all Loans (including after giving effect to the loss of any payment or such participation) then held recovery by themany other Lender), then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably pro rata with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans , but without interest unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender which is required to restore such purchase price shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood pay its pro rata share of such interest. The Borrowers agree that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from the other Lenders under this Section 6.4 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 6.3) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any LoanLoan or other Obligations in excess of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans such Lender which has received in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender pro rata share shall purchase from the other Lenders such participations in the Loans (such Notes or sub-participations in Letters of Credit) other Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Borrower agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) Except as may be provided in other sections of this Agreement, all funds received by Banks, or any of them, shall be allocated pro rata among all Banks in proportion to their respective share of outstanding Loan balances and Reimbursement Obligations, if any; provided, following the occurrence of an Event of Default hereunder and the acceleration of the Obligations, all funds received by the Banks thereafter shall, unless the Banks otherwise agree, be allocated in proportion to their respective outstanding Loan balances and the Letter of Credit Liabilities. If any Lender Bank or other holder of any Notes shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans the Note then held by it in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders Banks or other holders on account of principal of and interest on the Loans (or such participation) Notes then held by them, then such Lender Bank or other holder shall purchase from the other Lenders Banks or holders such participations participation in the Loans (or sub-participations in Letters of Credit) Notes held by them as shall be necessary to cause such purchasing Lender Bank or other holder to share the excess payment or other recovery ratably with each of them; provided that provided, however, if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans , but without interest. Notwithstanding the foregoing, no Bank shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for have any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder account for or purchase a participation required hereby nor shall share any Commitment amount, property or profit of any Lender be increased or decreased as a result kind received by it for its own account arising out of a default by any banking or other Lender in such other Lender’s obligation to make a relationship with the Borrower apart from the obligations under the Loan requested hereunder or purchase a participation required herebyDocuments.

Proration of Payments. (a) If Except as otherwise set forth in this Agreement, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 8.6 or 15.4 and (y) payments of interest on any Affected Loan15.4) or (ii) its participation in any Letter of Credit or Swing Line Loans in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Except as otherwise set forth in this Agreement, all Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

Proration of Payments. (a) The Issuer shall not, and shall not permit any of its Subsidiaries to, prepay or otherwise retire in whole or in part, or purchase or otherwise acquire, directly or indirectly, any Notes held by any Noteholder unless the Issuer or such Subsidiary shall have offered to prepay or otherwise retire, purchase or acquire, as the case may be, the same proportion of the aggregate principal amount of the Notes held by each other Noteholder at the time outstanding upon the same terms and conditions. Any Notes prepaid or otherwise retired, purchased or acquired by the Issuer or any of its Subsidiaries, shall not be deemed to be outstanding for any purpose under this Agreement. (b) If any Lender Noteholder shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any Loanthe Notes or other Obligations in excess of such Noteholder's pro rata share of payments then or therewith obtained thereon by all Noteholders, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans such Noteholder which has received in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender pro rata share shall purchase from the other Lenders Noteholders such participations in the Loans (Notes or sub-participations in Letters of Credit) other Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Issuer agrees that any Noteholder so purchasing a participation from another Noteholder pursuant to this Section 1.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 1.6) with respect to such participation as fully as if such Noteholder were the direct creditor of the Issuer in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Noteholder receives a secured claim in lieu of a setoff to which this Section 1.5 applies, such Noteholder shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Noteholders under this Section 1.5 to share in the benefits of any recovery on such secured claim. (bc) All Loans Notwithstanding anything in this Section 1.5 to the contrary, the Issuer shall be madepermitted to exchange Notes for consideration consisting only of common equity of the Issuer at any time, and all participations purchased, by Lenders simultaneously and proportionally without making a pro rata offer to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebyNoteholders.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (ia) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) Loan or (iib) its participation in any Letter of Credit L/C Obligations or Swing Line Loans held by it (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall notify the Administrative Agent of such fact and purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of CreditL/C Obligations and Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that that (i) if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.recovery and (bii) All Loans the provisions of this Section shall not be madeconstrued to apply to (x) any payment made by or on behalf of the Company pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), and all participations purchased, (y) the application of Cash Collateral provided for in Section 2.7 or (z) any payment obtained by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no a Lender shall be responsible as consideration for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder the assignment of or purchase sale of a participation required hereby nor in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Subsidiary thereof (as to which the provisions of this Section shall any Commitment of apply). The Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase acquiring a participation required herebypursuant to the foregoing arrangements may exercise against the Company rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Company in the amount of such participation.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff, or otherwise, ) on account of (i) the principal amount of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans Loan in excess of its applicable Pro Rata Share PRO RATA share of payments and other recoveries then or therewith obtained by all Lenders on account of entitled thereto upon the principal amount of and interest on the Loans (or such participation) then held by themall Loans, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably rateably with each of them; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, but without interest. Each of the Borrower and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood MMS agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this Section may, to the fullest extent permitted by Applicable Law, exercise all its rights of payment (including pursuant to SECTION 5.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower or, as the case may be, MMS in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim under the Facility in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefit of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If Except as otherwise provided in Section 2.05, the Company shall ------------ not prepay or otherwise retire in whole or in part, or purchase or otherwise acquire, directly or indirectly, any Lender Bridge Notes held by any Holder unless the Company shall have offered to prepay or otherwise retire, purchase or acquire, as the case may be, the same proportion of the aggregate principal amount of the Bridge Notes held by each other Holder at the time outstanding upon the same terms and conditions. Any Bridge Notes prepaid or otherwise retired, purchased or acquired by the Company or any of its Subsidiaries shall not be deemed to be outstanding for any purpose under this Agreement. (b) Except as otherwise provided in Section 2.05, if any Holder shall ------------ obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any Loanthe Bridge Notes or other Bridge Note Obligations in excess of such Holder's pro --- rata share of payments then or therewith obtained thereon by all Holders, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans such ---- Holder which has received in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender pro rata share shall purchase from --- ---- the other Lenders Holders such participations in the Loans (Bridge Notes or sub-participations in Letters of Credit) other Bridge Note Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided provided, -------- however, that if all or any portion of the excess payment or other recovery is ------- thereafter recovered from such purchasing LenderHolder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. , but without interest. The Company agrees that any Holder so purchasing a participation from another Holder pursuant to this Section 2.06 (b) All Loans shall be mademay, and to the ---------------- fullest extent permitted by law, exercise all participations purchasedits rights of payment with respect to such participation as fully as if such Holder were the direct creditor of the Company in the amount of such participation. If under any applicable bankruptcy, by Lenders simultaneously and proportionally insolvency or other similar law, any Holder receives a secured claim in lieu of a setoff to their respective Pro Rata Shareswhich this Section 2.06(b) applies, it being understood that no Lender shall be responsible for any default by any other Lender such Holder shall, to --------------- the extent practicable, exercise its rights in respect of such other Lender’s obligation secured claim in a manner consistent with the rights of the Holders under this Section 2.06(b) to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment --------------- share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans Loan in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the all Loans (including after giving effect to the loss of any payment or such participation) then held recovery by themany other Lender), then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably pro rata with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans , but without interest unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender which is required to restore such purchase price shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood pay its pro rata share of such interest. The Borrower agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from the other Lenders under this Section 6.4 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 6.3) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off, or otherwise, on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of or interest or fee on any Loan, Reimbursement Obligation or Letter of Credit or Commitment (other than pursuant 42 to the terms of SECTION 5.4 or 5.5) in excess of its PRO RATA share of payments then or therewith obtained by all Lenders upon principal of and interest and fees on the Loans (or such participation) then held by themall Loans, then Reimbursement Obligations, Commitments and Letters of Credit, such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them and/or Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Borrower agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to SECTION 3.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 15.5 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

Proration of Payments. (a) The Issuer shall not, and shall not permit any of its Subsidiaries to, prepay or otherwise retire in whole or in part, or purchase or otherwise acquire, directly or indirectly, any Notes held by any Noteholder unless the Issuer or such Subsidiary shall have offered to prepay or otherwise retire, purchase or acquire, as the case may be, the same proportion of the aggregate principal amount of the Notes held by each other Noteholder at the time outstanding upon the same terms and conditions. Any Notes prepaid or otherwise retired, purchased or acquired by the Issuer or any of its Subsidiaries, shall not be deemed to be outstanding for any purpose under this Agreement. (b) If any Lender Noteholder shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any Loanthe Notes or other Obligations in excess of such Noteholder's pro rata share of payments then or therewith obtained thereon by all Noteholders, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans such Noteholder which has received in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender pro rata share shall purchase from the other Lenders Noteholders such participations in the Loans (Notes or sub-participations in Letters of Credit) other Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Issuer agrees that any Noteholder so purchasing a participation from another Noteholder pursuant to this Section 2.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 2.6) with respect to such participation as fully as if such Noteholder were the direct creditor of the Issuer in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Noteholder receives a secured claim in lieu of a setoff to which this Section 2.5 applies, such Noteholder shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Noteholders under this Section 2.5 to share in the benefits of any recovery on such secured claim. (bc) All Loans Notwithstanding anything in this Section 2.5 to the contrary, the Issuer shall be madepermitted to exchange Notes for consideration consisting only of common equity of the Issuer at any time, and all participations purchased, by Lenders simultaneously and proportionally without making a pro rata offer to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebyNoteholders.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff, or otherwise, ) on account of (i) the principal amount of or interest on any Loan, but excluding (x) Loan or of any other payment pursuant to Section 8.7 or 15.4 and (y) payments Obligation of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans the Borrower in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries then or therewith obtained by all Lenders on account of entitled thereto upon the principal amount of and interest on all Loans or the Loans (or relevant such participation) then held by thempayment Obligation, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Creditother Obligations) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all -------- ------- or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Borrower agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this Section may, to the fullest extent permitted by Applicable Law, exercise all its rights of payment (including pursuant to Section 4.10) with respect to such participation as fully as if ------------ such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lender entitled under this Section to share in the benefit of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If Subject to the provisions of ARTICLE 8, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any LoanLoan or other Obligations in excess of such Lender's respective share of payments then or therewith obtained thereon by all Lenders, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans such Lender which has received in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender pro rata share shall purchase from the other Lenders such participations in the such Loans (or sub-participations in Letters of Credit) other Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Borrowers agree that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this SECTION 3.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to SECTION 7.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this SECTION 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this SECTION 3.8 to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If Except as otherwise set forth in this Agreement, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 8.6 or 15.4 and (y) payments of interest on any Affected Loan15.4) or (ii) its participation in any Letter of Credit or Swing Line Loans in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Except as otherwise set forth in this Agreement, all Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other LenderXxxxxx’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any LoanLoan or other Obligations in excess of such Lender's or holder's PRO RATA share of payments then or therewith obtained thereon by all Lenders, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans such Lender which has received in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender PRO RATA share shall purchase from the other Lenders such participations in the Loans (such Notes or sub-participations in Letters of Credit) other Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Borrower agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this SECTION 3.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to SECTION 3.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this SECTION 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this SECTION 3.8 to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If Atlantic, Lyon or any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, ) on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 Loan or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans Note in excess of its applicable Pro Rata Share proper share of payments and other recoveries obtained by Atlantic, Lyon or all Lenders or other holders on account of principal of and interest on the Loans (or such participation) and Notes then held or participated in by them, then Atlantic, Lyon or such Lender Lender, as appropriate, shall purchase from Atlantic, Lyon and/or the other Lenders such participations participation in the Loans (and Notes then held or sub-participations participated in Letters of Credit) held by them as shall be necessary to cause Atlantic, Lyon or such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall (except in the case of each of Atlantic and Lyon) be rescinded and the purchase price restored to the extent of such recovery. , together with an amount equal to such selling Lender's ratable share (according to the proportion of (a) the amount of such selling Lender's required payment to the purchasing Lender to (b) All Loans shall be made, and all participations purchased, the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other the purchasing Lender in such other Lender’s obligation to make a Loan requested hereunder respect of the total amount so recovered. The Borrower agrees that Atlantic, Lyon or purchase the Lender so purchasing a participation required hereby nor shall from Atlantic, Lyon or the other Lenders under this Section may exercise all its rights of payment, including the right of set-off, with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, Atlantic, Lyon or any Lender receives a secured claim in lieu of a setoff to which this Section applies, Atlantic, Lyon or such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of Atlantic, Lyon or the Lenders entitled under this Section to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If any Lender Bank or other holder of a Loan shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (i) principal of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 Revolving Loan or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation participations in any Letter of Credit disbursements or Swing Line Swingline Loans in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders Banks or other holders on account of principal of and interest on the Revolving Loans (or such participation) participations in Letter of Credit disbursements or Swingline Loans then held by them, then such Lender Bank or other holder shall purchase from the other Lenders Banks or holders such participation in the Revolving Loans or participations in the Letter of Credit disbursements or Swingline Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender Bank or other holder to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Company agrees that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase the Bank so purchasing a participation required hereby nor shall any Commitment from the other Banks under this Section 7.6 may exercise all its rights of any Lender be increased or decreased payment, including the right of set-off, with respect to such participation as a result fully as if such Bank were the direct creditor of a default by any other Lender the Company in the amount of such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.participation. 8. INDEMNIFICATION: EURODOLLAR LOANS 8.1

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (ia) principal of or interest on any Loan, but excluding (xi) any payment pursuant to Section 8.7 or 15.4 15.6 and (yii) payments of interest on any Affected Loan) or (iib) its participation in any Letter of Credit or Swing Line Loans Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans . Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, any Lender that fails at any time to comply with the provisions of the foregoing paragraph of this Section 7.5 with respect to purchasing participations from the other Lenders whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its Pro Rata Share of such payments due and payable to all of the Lenders, when and to the full extent required by the provisions of this Agreement, shall be madedeemed delinquent (a “Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as each such delinquency and all of its obligations hereunder are satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Company, whether on account of or relating to outstanding Loans, Letters of Credit, Swing Line Loans, interest, fees or otherwise, to the remaining nondelinquent Lenders for application to, and all participations purchasedreduction of, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Shares of all outstanding Loans and other unpaid Obligations of any of the Loan Parties. The Delinquent Lender hereby authorizes the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all outstanding Loans and other unpaid Obligations of any of the Loan Parties. A Delinquent Lender shall be responsible for any default by any other Lender deemed to have satisfied in such other Lender’s obligation to make full a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased delinquency when and if, as a result of a default by application of the assigned payments to all outstanding Loans and other unpaid Obligations of any other Lender of the Loan Parties to the nondelinquent Lenders, the Lenders’ respective pro rata shares of all outstanding Loans and unpaid Obligations have returned to those in effect immediately prior to such other Lender’s obligation delinquency and without giving effect to make a Loan requested hereunder or purchase a participation required herebythe nonpayment causing such delinquency.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff, or otherwise, ) on account of (i) the principal amount of or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans Loan in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries then or therewith obtained by all Lenders on account of entitled thereto upon the principal amount of and interest on the Loans (or such participation) then held by themall Loans, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably rateably with each of them; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Borrower agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this Section may, to the fullest extent permitted by Applicable Law, exercise all its rights of payment (including pursuant to Section 4.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim under the Facility in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefit of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) The Issuer shall not, and shall not permit any of its Subsidiaries to, prepay or otherwise retire in whole or in part, or purchase or otherwise acquire, directly or indirectly, any Notes held by any Noteholder unless the Issuer or such Subsidiary shall have offered to prepay or otherwise retire, purchase or acquire, as the case may be, the same proportion of the aggregate principal amount of the Notes held by each other Noteholder at the time outstanding upon the same terms and conditions. Any Notes prepaid or otherwise retired, purchased or acquired by the Issuer or any of its Subsidiaries, shall not be deemed to be outstanding for any purpose under this Agreement. (b) If any Lender Noteholder shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any Loanthe Notes or other Obligations in excess of such Noteholder’s pro rata share of payments then or therewith obtained thereon by all Noteholders, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans such Noteholder which has received in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender pro rata share shall purchase from the other Lenders Noteholders such participations in the Loans (Notes or sub-participations in Letters of Credit) other Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Issuer agrees that any Noteholder so purchasing a participation from another Noteholder pursuant to this Section 2.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 2.6) with respect to such participation as fully as if such Noteholder were the direct creditor of the Issuer in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Noteholder receives a secured claim in lieu of a setoff to which this Section 2.5 applies, such Noteholder shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Noteholders under this Section 2.5 to share in the benefits of any recovery on such secured claim. (bc) All Loans Notwithstanding anything in this Section 2.5 to the contrary, the Issuer shall be madepermitted to exchange Notes for consideration consisting only of common equity of the Issuer at any time, and all participations purchased, by Lenders simultaneously and proportionally without making a pro rata offer to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebyNoteholders.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any Loan, but excluding Loan or other Obligation (x) other than any payment pursuant to Section 8.7 otherwise expressly provided under this Agreement) in excess of such Lender’s respective share of payments in respect of such Loan or 15.4 Obligation then and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans therewith obtained thereon by all Lenders, such Lender which has received in excess of its applicable Pro Rata Share ratable share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (such Loan or such participation) then held by them, then such Lender Obligation shall purchase from the other Lenders such participations in the Loans (such Notes or sub-participations in Letters of Credit) other Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Borrower agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (i) principal of any Loan or interest on any Loan, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal all Loans and Letters of and interest on Credit (including after giving effect to the Loans (loss of any payment or such participation) then held recovery by themany other Lender), then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in and/or Letters of Credit) Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably pro rata with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans , but without interest unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender which is required to restore such purchase price shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood pay its pro rata share of such interest. The Borrowers agree that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from the other Lenders under this Section 6.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 6.4) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, ) on account of (i) principal of or interest on any LoanLoan or other Obligations in excess of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, but excluding (x) any payment pursuant to Section 8.7 or 15.4 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans such Lender which has received in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender pro rata share shall purchase from the other Lenders such participations in the Loans (such Notes or sub-participations in Letters of Credit) other Obligations held by them as shall be necessary to cause such purchasing Lender purchaser to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood but without interest. The Borrower agrees that no any Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase so purchasing a participation required hereby nor shall from another Lender pursuant to this Section 3.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any Commitment applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any Lender be increased or decreased as a result of a default by any other Lender in recovery on such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required herebysecured claim.

Proration of Payments. (a) If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, ) on account of (i) principal of or interest on any Loan, the Term Loan (but excluding (xi) any payment pursuant to Section 8.7 2.06 or 15.4 Section 2.07 and (y) payments of interest on any Affected Loan) or (ii) its participation in any Letter of Credit or Swing Line Loans participations and assignments pursuant to Sections 8.01 and 8.02) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) Term Loan held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided provided, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans . . Agent, on behalf of each Lender, shall record in its records the date and amount of the portion of the Term Loan made by each Lender and each repayment thereof. The aggregate unpaid principal amount so recorded shall be maderebuttably presumptive evidence of the principal amount of the Term Loan owing and unpaid. The failure to record any such amount or any error in so recording any such amount shall not, and all participations purchasedhowever, by Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested limit or otherwise affect the Obligations of the Borrower hereunder or purchase a participation required hereby nor shall under any Commitment Note to repay the principal amount of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a the Term Loan requested hereunder or purchase a participation required herebyhereunder, together with all interest accruing thereon.

Proration of Payments. If any Facility B Lender shall obtain any payment or other recovery to which the Facility A Lenders are entitled pursuant to the terms of this Agreement and the other Loan Documents, then such Facility B Lender shall promptly turn over such payment to the Administrative Agent (ain the form received with any necessary endorsements) If for distribution to the Facility A Lenders in accordance with the terms hereof and of the Guaranty and Collateral Agreement (and pending such turnover, such Facility B Lender shall be deemed to hold such payment or recovery in trust for the Administrative Agent and the Facility A Lenders). Without limiting the foregoing sentence, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (ia) principal of or interest on any Loan, Loan (but excluding (xi) any payment pursuant to Section 8.7 or 15.4 15.6 and (yii) payments of interest on any Affected Loan) or (iib) its participation in any Letter of Credit or Swing Line Loans Credit) in excess of its applicable Pro Rata Share of those payments and other recoveries obtained by all other applicable Lenders on account of principal of and interest on the respective Loans (or such participation) then held by them, then such Lender shall purchase from the other applicable Lenders such participations in the respective affected Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. (b) All Loans . Nothing in this Section shall be made, and all participations purchased, by deemed to require the Facility A Lenders simultaneously and proportionally to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall in any Commitment of Facility B Obligation or the interest, principal, fees or expenses owing to any Lender be increased or decreased as a result of a default by any other Lender in such other Facility B Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.”