Common use of Proration of Payments Clause in Contracts

Proration of Payments. 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 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 principal of or interest on the Note then held by it in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks or holders such participation in the Notes held by them as shall be necessary to cause such purchasing Bank or other holder to share the excess payment or other recovery ratably with each of them; provided, however, if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Bank shall have any obligation to account for or share any amount, property or profit of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documents.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Notes or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the foregoingfullest extent permitted by law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) on account of principal any Loan or Letter of or interest on the Note then held by it Credit in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders Lenders on account of principal all Loans and Letters of and interest on Credit (including after giving effect to the Notes then held loss of any payment or recovery by themany other Lender), such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans and/or Letters of Credit held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably pro rata with each of them; provided, however, provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, 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 pay its pro rata share of such interest. Notwithstanding The Borrowers agree that any Lender so purchasing a participation from the foregoingother Lenders under this Section 6.5 may, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documents.recovery on such secured claim. 6.6 [Reserved]. 6.7

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligation (other than any payment otherwise expressly provided under this Agreement) in excess of such Lender’s respective share of payments in respect of such Loan or Obligation then held and therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata ratable share of payments and other recoveries obtained by all Banks such Loan or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder Obligation shall purchase from the other Banks Lenders such participations in such Notes or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the foregoingfullest extent permitted by law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff, or otherwise) on account of the principal amount of or interest on the Note then held by it any Loan in excess of its pro rata share of payments and other recoveries then or therewith obtained by all Banks or other holders on account of Lenders entitled thereto upon the principal amount of and interest on the Notes then held by themall Loans, such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably rateably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the foregoingfullest extent permitted by Applicable Law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim under the Facility in lieu of a setoff to account for or 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 any amount, property or profit in the benefit of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. Except as may be provided in other sections Subject to the provisions 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 ObligationsArticle 8, 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender's respective share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Loans or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 3.8 may, to the foregoingfullest extent permitted by law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff, or otherwise) on account of the principal amount of or interest on the Note then held by it any Loan in excess of its pro rata PRO RATA share of payments and other recoveries then or therewith obtained by all Banks or other holders on account of Lenders entitled thereto upon the principal amount of and interest on the Notes then held by themall Loans, such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably rateably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the foregoingfullest extent permitted by Applicable Law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim under the Facility in lieu of a setoff to account for or 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 any amount, property or profit in the benefit of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Notes or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the foregoingfullest extent permitted by law, no Bank shall have any obligation exercise all its rights of payment (including pursuant to account for or share any amount, property or profit Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from in the obligations amount of such participation. If under the Loan Documents.any

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on the Note then held by it any Loan in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders Lenders on account of principal all Loans (including after giving effect to the loss of and interest on the Notes then held any payment or recovery by themany other Lender), such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably pro rata with each of them; provided, however, provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, 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 pay its pro rata share of such interest. Notwithstanding The Borrowers agree that any Lender so purchasing a participation from the foregoingother Lenders under this Section 6.4 may, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim. 6.5 [Reserved]. 36 SECTION 7.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender’s respective share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Notes or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the foregoingfullest extent permitted by law, no Bank shall have 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 Borrowers in the amount of such participation. If under any obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. Except as may be provided in If any Facility B Lender shall obtain any payment or other sections recovery to which the Facility A Lenders are entitled pursuant to the terms of this AgreementAgreement and the other Loan Documents, all funds then such Facility B Lender shall promptly turn over such payment to the Administrative Agent (in the form received by Bankswith any necessary endorsements) for distribution to the Facility A Lenders in accordance with the terms hereof and of the Guaranty and Collateral Agreement (and pending such turnover, or any of them, such Facility B Lender shall be allocated pro rata among all Banks deemed to hold such payment or recovery in proportion to their respective share of outstanding Loan balances trust for the Administrative Agent and Reimbursement Obligationsthe Facility A Lenders). Without limiting the foregoing sentence, 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) , on account of (a) principal of or interest on the Note then held by it any Loan (but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its pro rata share applicable Pro Rata Share of those payments and other recoveries obtained by all Banks or other holders applicable Lenders on account of principal of and interest on the Notes respective Loans (or such participation) then held by them, then such Bank or other holder Lender shall purchase from the other Banks or holders applicable Lenders such participation participations in the Notes respective affected Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably with each of them; provided, however, provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. Nothing in this Section shall be deemed to require the Facility A Lenders to purchase a participation in any Facility B Obligation or the interest, but without interest. Notwithstanding the foregoingprincipal, no Bank shall have fees or expenses owing to any obligation to account for or share any amount, property or profit of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan DocumentsFacility B Lender.”

Proration of Payments. Except as may be provided in other sections Subject to the provisions 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 ObligationsARTICLE 8, 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender's respective share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Loans or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this SECTION 3.8 may, to the foregoingfullest extent permitted by law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) on account of principal any Loan or Letter of or interest on the Note then held by it Credit in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders Lenders on account of principal all Loans and Letters of and interest on Credit (including after giving effect to the Notes then held loss of any payment or recovery by themany other Lender), such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans and/or Letters of Credit held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably pro rata with each of them; provided, however, provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, 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 pay its pro rata share of such interest. Notwithstanding The Borrowers agree that any Lender so purchasing a participation from the foregoingother Lenders under this Section 6.5 may, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) on account of principal any Loan or Letter of or interest on the Note then held by it Credit in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders Lenders on account of principal all Loans and Letters of and interest on Credit (including after giving effect to the Notes then held loss of any payment or recovery by themany other Lender), such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans and/or Letters of Credit held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably pro rata with each of them; provided, however, provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, 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 pay its pro rata share of such interest. Notwithstanding The Borrowers agree that any Lender so purchasing a participation from the foregoingother Lenders under this Section 6.5 may, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender's respective share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Notes or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the foregoingfullest extent permitted by law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender's or holder's PRO RATA share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata PRO RATA share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Notes or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this SECTION 3.8 may, to the foregoingfullest extent permitted by law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff, or otherwise) on account of the principal amount of or interest on any Loan or of any other payment Obligation of the Note then held by it Borrower in excess of its pro rata share of payments and other recoveries then or therewith obtained by all Banks or other holders on account of Lenders entitled thereto upon the principal amount of and interest on all Loans or the Notes then held by themrelevant such payment Obligation, such Bank or other holder Lender shall purchase from the other Banks Lenders such participations in Loans (or holders such participation in the Notes other Obligations) held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all -------- ------- or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the foregoingfullest extent permitted by Applicable Law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefit of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes a Note shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff, or otherwise) on account of principal of or interest on the Note then held by it any Loan in excess of its pro rata PRO RATA share of payments and other recoveries then or therewith obtained by all Banks or other holders on account of upon principal of and interest on the Notes then held by themall Loans, such Bank or other holder shall purchase from the other Banks or holders such participation participations in the Notes Loans held by them as shall be necessary to cause such purchasing Bank or other holder to share the excess payment or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Bank or other holder so purchasing a participation from another Bank or holder pursuant to this Section may, to the foregoingfullest extent permitted by law, no exercise all its rights of payment (including pursuant to Section 3.9) with respect to such participation as fully as if such Bank shall have or holder were the direct creditor of the Borrower in the amount of such participation. If under any obligation applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a setoff to account for or which this Section applies, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on the Note then held by it any Loan in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders Lenders on account of principal all Loans (including after giving effect to the loss of and interest on the Notes then held any payment or recovery by themany other Lender), such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably pro rata with each of them; provided, however, provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, 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 pay its pro rata share of such interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from the foregoingother Lenders under this Section 6.4 may, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documents.recovery on such secured claim. 6.5

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender’s respective share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Notes or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.8 may, to the foregoingfullest extent permitted by Law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar Law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise) on account of principal of or interest on the Note any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then held or therewith obtained thereon by it all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders on account of principal of and interest on the Notes then held by them, such Bank or other holder shall purchase from the other Banks Lenders such participations in such Notes or holders such participation in the Notes other Obligations held by them as shall be necessary to cause such purchasing Bank or other holder purchaser to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.8 may, to the foregoingfullest extent permitted by law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on the Note then held by it any Loan in excess of its pro rata share of payments and other recoveries obtained by all Banks or other holders Lenders on account of principal all Loans (including after giving effect to the loss of and interest on the Notes then held any payment or recovery by themany other Lender), such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably pro rata with each of them; provided, however, provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, 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 pay its pro rata share of such interest. Notwithstanding The Borrowers agree that any Lender so purchasing a participation from the foregoingother Lenders under this Section 6.4 may, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim. 6.5 [Reserved]. SECTION 7.

Proration of Payments. 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 Bank or other holder of any Notes Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off, or otherwise) on account of principal of or interest on any Loan (other than pursuant to the Note then held by it terms of Section 4.4 or 4.5) in excess of its pro rata share of payments and other recoveries then or therewith obtained by all Banks or other holders on account of Lenders upon principal of and interest on the Notes then held by themall Loans, such Bank or other holder Lender shall purchase from the other Banks or holders Lenders such participation participations in the Notes Loans held by them as shall be necessary to cause such purchasing Bank or other holder Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the foregoingfullest extent permitted by law, no Bank shall have 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 obligation applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to account for or 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 any amount, property or profit in the benefits of any kind received by it for its own account arising out of a banking or other relationship with the Borrower apart from the obligations under the Loan Documentsrecovery on such secured claim.