Common use of Ratable Treatments; Adjustments Clause in Contracts

Ratable Treatments; Adjustments. 11.2.1. Except to the extent otherwise expressly provided herein, (i) each borrowing pursuant to this Agreement shall be made from the Lenders pro rata in accordance with their respective Total Commitments, (ii) each payment by the Borrower of fees shall be made for the account of the Lenders pro rata in accordance with their respective Percentage Shares, (iii) each payment of principal of Loans shall be made for the account of the Lenders pro rata in accordance with their respective Percentage Shares, and (iv) each payment of interest on the Notes shall be made for the account of the Lenders pro rata in accordance with their respective shares of the aggregate amount of interest due and payable to the Lenders under the Notes. 11.2.2. The Administrative Agent shall distribute all payments received by it with respect to the Obligations promptly upon receipt in like funds as received. In the event that any payments made hereunder on the Obligations at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (i) first, to that portion of the Obligations consisting of fees and expenses then due and payable, (ii) second, to that portion of the Obligations consisting of accrued, unpaid interest then due and payable, (iii) third, to that portion of the Obligations consisting of principal then due and payable, and (iv) last, to any other Obligations. 11.2.3. If any Lender (for purposes of this Section, a "Benefitted Lender") shall at any time receive any payment of all or part of its portion of the Obligations, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1.4 or Section 8.1.5, or otherwise) in an amount greater than such Lender was entitled to receive pursuant to the terms hereof, such Benefitted Lender shall purchase for cash from the other Lenders such portion of the Obligations of such other Lenders, or shall provide such other Lenders with the benefits of any such Collateral or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such Collateral or proceeds with each of the Lenders according to the terms hereof. If all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded and the purchase price and benefits returned by each of the other Lenders, to the extent of such recovery, but without interest. The Borrower agrees that each such Lender so purchasing a portion of the Obligations of another Lender may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. If any Lender ever receives, by voluntary payment, exercise of rights of set-off or banker's lien, counterclaim, cross-action or otherwise, any funds of the Borrower to be applied to the Obligations, or receives any proceeds by realization on or with respect to any Collateral, all such funds and proceeds shall be forwarded immediately to the Administrative Agent for distribution in accordance with the terms of this Agreement.

Ratable Treatments; Adjustments. 11.2.1. 12.2.1 Except to the extent otherwise expressly provided herein, (i84) each borrowing Advance pursuant to this Agreement shall be made from the Lenders pro rata in accordance with their respective Total Commitments, (ii85) each payment by the Borrower or any Designated Borrower, as applicable, of fees payable to the Lenders shall be made for the account of the Lenders pro rata in accordance with their respective Percentage Shares, (iii86) each payment of principal of Loans shall be made for the account of the Lenders pro rata in accordance with the principal balances of their respective Percentage SharesLoans, and (iv87) each payment of interest on the Notes Loans shall be made for the account of the Lenders pro rata in accordance with their respective shares of the aggregate amount of interest due and payable to the Lenders under the NotesLoans, and (88) each payment in respect of Letter of Credit Exposure shall be made for the account of the Lenders pro rata in accordance with their Percentage Shares. 11.2.2. 12.2.2 The Administrative Agent shall distribute all payments received by it with respect to the Obligations to the Lenders or the Issuer promptly upon receipt in like funds as received. In the event that any payments made hereunder on by the Obligations Borrower or any Designated Borrower at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (i89) first, to that portion of the Obligations consisting of fees and expenses then due and payablepursuant to the terms of this Agreement or any other Loan Document, (ii90) second, to that portion of the Obligations consisting of accrued, unpaid interest then due and payableaccrued interest, (iii) third, to that portion the principal of the Obligations consisting of principal then due and payableLoans, and (iv) last, to any other Obligations. 11.2.3. 12.2.3 If any Lender (for purposes of this Section, a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its portion of the Obligations, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1.4 or Section 8.1.5, or otherwise) in an amount greater than such Lender was entitled to receive pursuant to the terms hereof, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of the Obligations of such other Lenders, or shall provide such other Lenders with the benefits of any such Collateral or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such Collateral or proceeds with each of the Lenders according to the terms hereof. If all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded and the purchase price and benefits returned by each of the other Lenderssuch Lender, to the extent of such recovery, but without interest. The Borrower and each Designated Borrower agrees that each such Lender so purchasing a portion of the Obligations of another Lender may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. If any Lender ever receives, by voluntary payment, exercise of rights of set-off or banker's ’s lien, counterclaim, cross-action or otherwise, any funds of the Borrower or any Designated Borrower to be applied to the Obligations, or receives any proceeds by realization on or with respect to any Collateral, all such funds and proceeds shall be forwarded immediately to the Administrative Agent for distribution in accordance with the terms of this Agreement.

Ratable Treatments; Adjustments. 11.2.1. (a) Except to the extent otherwise expressly provided herein, (i) each borrowing Advance pursuant to this Agreement shall be made from the Lenders pro rata in accordance with their respective Total Commitments, (ii) each payment by the Borrower of fees payable to the Lenders shall be made for the account of the Lenders pro rata in accordance with their respective Percentage Shares, (iii) each payment of principal of Loans shall be made for the account of the Lenders pro rata in accordance with the principal balances of their respective Percentage SharesLoans, and (iv) each payment of interest on the Notes Loans shall be made for the account of the Lenders pro rata in accordance with their respective shares of the aggregate amount of interest due and payable to the Lenders under the NotesLoans, and (v) each payment in respect of Letter of Credit Exposure shall be made for the account of the Lenders pro rata in accordance with their Percentage Shares. 11.2.2. (b) The Administrative Agent shall distribute all payments received by it with respect to the Obligations to the Lenders or the Issuer promptly upon receipt in like funds as received. In the event that any payments made hereunder on by the Obligations Borrower at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (i) first, to that portion of the Obligations consisting of fees and expenses then due and payablepursuant to the terms of this Agreement or any other Loan Document, (ii) second, to that portion of the Obligations consisting of accrued, unpaid interest then due and payableaccrued interest, (iii) third, to that portion the principal of the Obligations consisting of principal then due and payableLoans, and (iv) last, to any other Obligations. 11.2.3. (c) If any Lender (for purposes of this Section, a "Benefitted Benefited Lender") shall at any time receive any payment of all or part of its portion of the Obligations, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1.4 or Section 8.1.5, or otherwise) in an amount greater than such Lender was entitled to receive pursuant to the terms hereof, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of the Obligations of such other Lenders, or shall provide such other Lenders with the benefits of any such Collateral or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such Collateral or proceeds with each of the Lenders according to the terms hereof. If all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded and the purchase price and benefits returned by each of the other Lenderssuch Lender, to the extent of such recovery, but without interest. The Borrower agrees that each such Lender so purchasing a portion of the Obligations of another Lender may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. If any Lender ever receives, by voluntary payment, exercise of rights of set-off or banker's lien, counterclaim, cross-action or otherwise, any funds of the Borrower to be applied to the Obligations, or receives any proceeds by realization on or with respect to any Collateral, all such funds and proceeds shall be forwarded immediately to the Administrative Agent for distribution in accordance with the terms of this Agreement.. ARTICLE XII

Ratable Treatments; Adjustments. 11.2.1. 12.2.1 Except to the extent otherwise expressly provided herein, (ia) each borrowing the Loans pursuant to this Agreement shall be made from the Lenders pro rata in accordance with their respective Total Commitments, (iib) each payment by the Borrower or any Guarantor, as applicable, of fees payable to the Lenders shall be made for the account of the Lenders pro rata in accordance with their respective Percentage Shares, (iiic) each payment of principal of Loans shall be made for the account of the Lenders pro rata in accordance with the principal balances of their respective Percentage SharesLoans, and (ivd) each payment of interest on the Notes Loans shall be made for the account of the Lenders pro rata in accordance with their respective shares of the aggregate amount of interest due and payable to the Lenders under the NotesLoans. 11.2.2. 12.2.2 The Administrative Agent shall distribute all payments received by it with respect to the Obligations to the Lenders promptly upon receipt in like funds as received. In the event that any payments made hereunder on by the Obligations Borrower or any Guarantor at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (ia) first, to that portion of the Obligations consisting of fees and expenses then due and payablepursuant to the terms of this Agreement or any other Loan Document, (iib) second, to that portion of the Obligations consisting of accrued, unpaid interest then due and payableaccrued interest, (iii) third, to that portion the principal of the Obligations consisting of principal then due and payableLoans, and (iv) last, to any other Obligations. 11.2.3. 12.2.3 If any Lender (for purposes of this Section, a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its portion of the Obligations, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1.4 or Section 8.1.5, or otherwise) in an amount greater than such Lender was entitled to receive pursuant to the terms hereof, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of the Obligations of such other Lenders, or shall provide such other Lenders with the benefits of any such Collateral or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such Collateral or proceeds with each of the Lenders according to the terms hereof. If all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded and the purchase price and benefits returned by each of the other Lenderssuch Lender, to the extent of such recovery, but without interest. The Borrower and each Guarantor agrees that each such Lender so purchasing a portion of the Obligations of another Lender may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. If any Lender ever receives, by voluntary payment, exercise of rights of set-off or banker's ’s lien, counterclaim, cross-action or otherwise, any funds of the Borrower or any Guarantor to be applied to the Obligations, or receives any proceeds by realization on or with respect to any Collateral, all such funds and proceeds shall be forwarded immediately to the Administrative Agent for distribution in accordance with the terms of this Agreement.

Ratable Treatments; Adjustments. 11.2.1. 12.2.1 Except to the extent otherwise expressly provided herein, (i) each borrowing pursuant to this Agreement shall be made from the Lenders pro rata in accordance with their respective Total Commitments, (iia) each payment by the Borrower or any Guarantor, as applicable, of fees payable to the Lenders shall be made for the account of the Lenders pro rata in accordance with their respective Percentage Shares, (iiib) each payment of principal of Loans shall be made for the account of the Lenders pro rata in accordance with the principal balances of their respective Percentage SharesLoans, and (ivc) each payment of interest on the Notes Loans shall be made for the account of the Lenders pro rata in accordance with their respective shares of the aggregate amount of interest due and payable to the Lenders under the NotesLoans. 11.2.2. 12.2.2 The Administrative Agent shall distribute all payments received by it with respect to the Obligations to the Lenders promptly upon receipt in like funds as received. In the event that any payments made hereunder on by the Obligations Borrower or any Guarantor at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (ia) first, to that portion of the Obligations consisting of fees and expenses then due and payablepursuant to the terms of this Agreement or any other Loan Document, (iib) second, to that portion of the Obligations consisting of accrued, unpaid interest then due and payableaccrued interest, (iii) third, to that portion the principal of the Obligations consisting of principal then due and payableLoans, and (iv) last, to any other Obligations. 11.2.3. 12.2.3 If any Lender (for purposes of this Section, a "Benefitted “Benefited Lender"”) shall at any time receive any payment of all or part of its portion of the Obligations, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1.4 or Section 8.1.5, or otherwise) in an amount greater than such Lender was entitled to receive pursuant to the terms hereof, such Benefitted Benefited Lender shall purchase for cash from the other Lenders such portion of the Obligations of such other Lenders, or shall provide such other Lenders with the benefits of any such Collateral or the proceeds thereof, as shall be necessary to cause such Benefitted Benefited Lender to share the excess payment or benefits of such Collateral or proceeds with each of the Lenders according to the terms hereof. If all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Benefited Lender, such purchase shall be rescinded and the purchase price and benefits returned by each of the other Lenderssuch Lender, to the extent of such recovery, but without interest. The Borrower and each Guarantor agrees that each such Lender so purchasing a portion of the Obligations of another Lender may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. If any Lender ever receives, by voluntary payment, exercise of rights of set-off or banker's ’s lien, counterclaim, cross-action or otherwise, any funds of the Borrower or any Guarantor to be applied to the Obligations, or receives any proceeds by realization on or with respect to any Collateral, all such funds and proceeds shall be forwarded immediately to the Administrative Agent for distribution in accordance with the terms of this Agreement.

Ratable Treatments; Adjustments. 11.2.1. Except to the extent otherwise expressly provided herein, (i) each borrowing pursuant to this Agreement shall be made from the Lenders pro rata in accordance with their respective Total Commitments, (ii) each payment by the Borrower of fees shall be made for the account of the Lenders pro rata in accordance with their respective Percentage SharesCommitments, (iii) each payment of principal of Loans shall be made for the account of the Lenders pro rata in accordance with the principal balances of their respective Percentage SharesNotes, and (iv) each payment of interest on the Notes shall be made for the account of the Lenders pro rata in accordance with their respective shares of the aggregate amount of interest due and payable to the Lenders under the Notes. 11.2.2. The Administrative Agent shall distribute all payments received by it with respect to the Obligations promptly upon receipt in like funds as received. In the event that any payments made hereunder on the Obligations at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (i) first, to that portion of the Obligations consisting of fees and expenses then due and payable, (ii) second, to that portion of the Obligations consisting of accrued, unpaid interest then due and payable, (iii) third, to that portion of the Obligations consisting of principal then due and payable, and (iv) last, to any other Obligations. 11.2.3. If any Lender (for purposes of this Section, a "“Benefitted Lender"”) shall at any time receive any payment of all or part of its portion of the Obligations, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1.4 or Section 8.1.5, or otherwise) in an amount greater than such Lender was entitled to receive pursuant to the terms hereof, such Benefitted Lender shall purchase for cash from the other Lenders such portion of the Obligations of such other Lenders, or shall provide such other Lenders with the benefits of any such Collateral or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such Collateral or proceeds with each of the Lenders according to the terms hereof. If all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded and the purchase price and benefits returned by each of the other Lenders, to the extent of such recovery, but without interest. The Borrower agrees that each such Lender so purchasing a portion of the Obligations of another Lender may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. If any Lender ever receives, by voluntary payment, exercise of rights of set-off or banker's ’s lien, counterclaim, cross-action or otherwise, any funds of the Borrower to be applied to the Obligations, or receives any proceeds by realization on or with respect to any Collateral, all such funds and proceeds shall be forwarded immediately to the Administrative Agent for distribution in accordance with the terms of this Agreement.

Ratable Treatments; Adjustments. 11.2.1. (a) Except to the extent otherwise expressly provided herein, (i) each borrowing Advance pursuant to this Agreement shall be made from the Lenders pro rata in accordance with their respective Total Commitments, (ii) each payment by the Borrower of fees shall be made for the account of the Lenders pro rata in accordance with their respective Percentage Shares, (iii) each payment of principal of Loans shall be made for the account of the Lenders pro rata in accordance with the principal balances of their respective Percentage SharesNotes, and (iv) each payment of interest on the Notes shall be made for the account of the Lenders pro rata in accordance with their respective shares of the aggregate amount of interest due and payable to the Lenders under the Notes. 11.2.2. (b) The Administrative Agent shall distribute all payments received by it with respect to the Obligations to the Lenders promptly upon receipt in like funds as received. In the event that any payments made hereunder on by the Obligations Borrower at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (i) first, to that portion of the Obligations consisting of fees and expenses then due and payablepursuant to the terms of this Agreement or any other Loan Document, (ii) second, to that portion of the Obligations consisting of accrued, unpaid interest then due and payableaccrued interest, (iii) third, to that portion the principal of the Obligations consisting of principal then due and payableNotes, and (iv) last, to any other Obligations. 11.2.3. (c) If any Lender (for purposes of this Section, a "Benefitted Lender") shall at any time receive any payment of all or part of its portion of the Obligations, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1.4 or Section 8.1.5, or otherwise) in an amount greater than such Lender was entitled to receive pursuant to the terms hereof, such Benefitted Lender shall purchase for cash from the other Lenders such portion of the Obligations of such other Lenders, or shall provide such other Lenders with the benefits of any such Collateral or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such Collateral or proceeds with each of the Lenders according to the terms hereof. If all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded and the purchase price and benefits returned by each of the other Lenderssuch Lender, to the extent of such recovery, but without interest. The Borrower agrees that each such Lender so purchasing a portion of the Obligations of another Lender may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. If any Lender ever receives, by voluntary payment, exercise of rights of set-off or banker's lien, counterclaim, cross-action or otherwise, any funds of the Borrower to be applied to the Obligations, or receives any proceeds by realization on or with respect to any Collateral, all such funds and proceeds shall be forwarded immediately to the Administrative Agent for distribution in accordance with the terms of this Agreement.. ARTICLE XII