Common use of Proration of Payments Clause in Contracts

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 or 10.8) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the 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 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of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or interest on any the Loan, but excluding (i) any payment of principal or interest made in accordance with the terms of this Agreement, and (ii) any payment pursuant to Section 3.1, 3.2 3.2, 3.5 or 10.8) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans 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 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of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise), on account of principal of or interest on any Loan, Term Loan (but excluding any payment pursuant to Section 3.1, 3.2 Sections 8 or 10.815.6) in excess of its applicable Pro Rata Term Loan Share of payments and or (b) other recoveries obtained by all Lenders on account of principal of and interest on the Term Loans (or such Term Loan participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Term 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 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.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 3.2, 10.5 or 10.8) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the 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 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.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off set‑off or otherwise, on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 or 10.8) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the 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 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.

Proration of Payments. If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, ) on account of principal of or interest on any Loan, but excluding Note (or on account of its participation in any payment pursuant to Section 3.1, 3.2 or 10.8Letter of Credit) in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on Notes (or such Term Loan participation) then held by them, then such Lender Bank shall purchase from the other Lenders Banks such participations participation in the Loans Notes (or sub-participation in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender Bank 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 LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other --------------------- recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 8.7 or 10.814.9) on account of ----------- ---- principal of or interest on any Note in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan the applicable Notes then held by them, then such Lender shall purchase from the other Lenders such participations participation in the Loans applicable Notes 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 Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recoveryrecovery (but without interest).

Proration of Payments. If (a) Except as otherwise set forth in this Agreement, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, on account of (i) principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 8.6 or 10.815.4) in excess of its applicable Pro Rata Term Loan Share of payments and or (ii) other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan the Loans then held by them, then such Lender shall purchase from the other Lenders such participations in the 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 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.

Proration of Payments. If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, ) on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 or 10.8) Loan in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on such Term Loan Loans then held by themthem (other than in respect of an Affected Loan or as a result of replacement of a Bank pursuant to Section 8.7), then such Lender Bank shall purchase from the other Lenders Banks such participations participation in the Loans held by them as shall be necessary to cause such purchasing Lender Bank 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 LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, but excluding any payment pursuant to Section 8.7 or 14.9) on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 or 10.8) Note in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan the applicable Notes then held by them, then such Lender shall purchase from the other Lenders such participations participation in the Loans applicable Notes 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 Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recoveryrecovery (but without interest).

Proration of Payments. If any Lender Bank shall obtain any payment or other --------------------- recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, ) on account of principal of or interest on any Loan, but excluding Note (or on account of its participation in any payment pursuant to Section 3.1, 3.2 or 10.8Letter of Credit) in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on Notes (or such Term Loan participation) then held by them, then such Lender Bank shall purchase from the other Lenders Banks such participations participation in the Loans Notes (or sub- participation in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender Bank 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 LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, but excluding any payment pursuant to Section 8.3, 8.7 or 15.8 or any payment to the Swing Line Lender in respect of any Swing Line Loan) on account of principal of or interest on any Loan, but excluding of its Loans (or on account of its participation in any payment pursuant to Section 3.1, 3.2 or 10.8other Credit Extension) in excess of its applicable Pro Rata Term Loan Share pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans (or such Term Loan participations) then held by them, then such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the Loans other Credit Extensions) 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.

Proration of Payments. If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, but excluding any payment pursuant to Section 8.7 or 14.9 and payments of interest on any Affected Loan) on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 or 10.8) Loan in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on such Term Loan the Loans then held by them, then such Lender Bank shall purchase from the other Lenders Banks such participations in the Loans held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; provided that provided, if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 3.2, 10.5 or 10.8) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the 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 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.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or of, interest on or fees in relation [Biolase] Credit Agreement #61304369 to any Loan, but excluding any payment pursuant to Section 3.1, 3.2 3.2, 10.5 or 10.8) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal of and of, interest on or fees in relation to such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the 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 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.

Proration of Payments. If Except as provided in Section 2.7, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise), on account of (a) principal of or interest on any Loan, Loan (but excluding (i) any payment pursuant to Section 3.1, 3.2 4.2 or 10.819.1 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit in excess of its applicable Pro Rata Term Loan Share of payments and other CHICAGO/#2647830.13 recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such Term Loan 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 themthe other Lenders; 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.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, but excluding any payment pursuant to Section 8.3, 8.7 or 14.7) on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 or 10.8) of its Loans in excess of its applicable Pro Rata Term Loan Share pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan their respective Loans then held by them, then such Lender shall purchase from the other Lenders such participations participation in the 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 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.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or interest on any a Loan, but excluding (i) any payment of principal or interest made in accordance with the terms of this Agreement, and (ii) any payment pursuant to Section 3.1, 3.2 or 10.8) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders holding such Loan, such participations in the Loans such 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 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.

Proration of Payments. If any Lender shall obtain any payment or --------------------- other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 8.7 or 10.814.9) on account ----------- ---- of principal of or interest on any Note in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan the applicable Notes then held by them, then such Lender shall purchase from the other Lenders such participations participation in the Loans applicable Notes 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 Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recoveryrecovery (but without interest).

Proration of Payments. If any Lender shall obtain any payment or --------------------- other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 8.7 or 10.814.9) on account ----------- ---- of principal of or interest on any Note in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan the applicable Notes then held by them, then such Lender shall purchase from the other Lenders such participations participation in the Loans applicable Notes 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 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 recoveryrecovery (but without interest).

Proration of Payments. If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off offset or otherwise, but excluding any payment pursuant to Section 8.7 or 14.9 and payments of interest on any Affected Loan) on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 or 10.8) Loan in excess of its applicable Pro Rata Term Loan Share pro rata share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on such Term Loan the Loans then held by them, then such Lender Bank shall purchase from the other Lenders Banks such participations in the Loans held by them as shall be necessary to cause such purchasing Lender Bank 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 LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.