Common use of Proration of Payments Clause in Contracts

Proration of Payments. Except as otherwise provided in this Agreement, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) in excess of its 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 participations) then held by them, such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the 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 according to their respective Percentages; provided that if 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of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.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. Except as otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 in connection with an assignment or participation pursuant to Section 14.8 or any payment to the any Swing Line Lender in respect of a Swing Line LoanLoan prior to the occurrence of an Event of Default under Section 12.1.1 or 12.1.3 or any other payment or recovery made on a non-ratable basis pursuant to the express provisions of this Agreement or any other Loan Document) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreementor other share specified hereunder or under any other applicable Loan Document) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any 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 any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect 15.6 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any of its Loans Affected Loan) or (or on account of b) its participation in any other Letter of Credit Extensionor Existing Letter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of Credit Extensionsor Existing Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) in excess of its 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 participations) then held by them, such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the 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 according to their respective Percentages; 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. Except as otherwise may be provided in other sections of this Agreement, if all funds received by Banks, or any Lender of them, shall be allocated pro rata among all Banks in proration to their respective share of outstanding Loan balances. If any Bank or other holder of any Notes shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset offset, or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) the Note then held by it in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks or other holders on account of principal of and interest on their respective Loans (or such participations) the Notes then held by them, such Lender Bank or other holder shall purchase from the other Lenders Banks or holders such participation in the Loans (or sub-participations in the other Credit Extensions) Notes held by them as shall be necessary to cause such purchasing Lender Bank or other holder to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; provided that provided, however, if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, 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 otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 in connection with an assignment or participation pursuant to Section 14.8 prior to the occurrence of an Event of Default under Section 12.1.1 or 12.1.3 or any other payment or recovery made on a non-ratable basis pursuant to the Swing Line Lender in respect express provisions of a Swing Line Loanthis Agreement or any other Loan Document) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) Loan in excess of its pro rata share (in accordance with the terms of this Agreementor other share specified hereunder or under any other applicable Loan Document) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the 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 according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, on account of (a) principal of or interest on an Loan, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2, 3.7 or 15.9 or any payment to the Swing Line Lender in respect 10.8 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any Base Rate Loan referred to in the last sentence of its Loans Section 3.4, or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Revolving Share or Pro Rata Term Loan Share, respectively, of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective such Revolving Loans or Term Loan (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of 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 according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any 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 any Loan (but excluding (i) any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect 15.6 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any of its Loans Affected Loan) or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms applicable Pro Rata Share of this Agreement) of those payments and other recoveries obtained by all other applicable Lenders on account of principal of and interest on their the respective Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other applicable Lenders such participation participations in the respective affected Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. 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, principal, fees or expenses owing to any Facility B Lender.

Proration of Payments. Except as otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset offset, setoff, banker’s lien, counterclaim or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of of, or interest on any on, a Class of its Loans (or on account of its participation in any other Credit Extension) Notes owned by such Lender in excess of its pro rata 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 participations) then held by themthe Notes of the same Class, such Lender shall purchase from the other Lenders then owning Notes of the same Class such participation in the Loans (or sub-participations in the other Credit Extensions) held by them interest as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably Pro Rata with each of them according to their respective Percentagesthem; provided provided, however, that if all, or any portion of of, the excess payment or other recovery is thereafter recovered recovered, from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery., but without interest. The Borrower agrees that the Lender so purchasing a participation from the other Lenders under this Section 213 may exercise all its rights of payment, including the right of set-off, with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Exhibit 10.1

Proration of Payments. Except as otherwise provided in this Agreement, if If any 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 any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect 15.6 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any of its Loans Affected Loan or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share applicable Pro Rata Share (in accordance with determined pursuant to subpart (c) of the terms definition of this AgreementPro Rata Share herein) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) Loan in excess of its 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 all Loans (including after giving effect to the loss of any payment or such participations) then held recovery by themany other Lender), such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit Extensions) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably pro rata with each of them according to their respective Percentagesthem; 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., 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. The Borrowers agree that any Lender so purchasing a participation from the other Lenders under this Section 6.4 may, to the fullest extent permitted by law, exercise all its rights of payment

Proration of Payments. Except as otherwise provided in to the extent that this AgreementAgreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Credit ExtensionLetter of Credit) in excess of its 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 participations) then held by themthem (other than in respect of an Affected Loan or as a result of replacement of a Lender pursuant to Section 8.7), such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. Except as otherwise provided in this Agreement, if If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 in connection with an assignment or participation pursuant to Section 14.8 or any payment to the Swing Line Lender Bank in respect of a Swing Line LoanLoan prior to the occurrence of an Event of Default under Section 12.1.1 or 12.1.3 or any other payment or recovery made on a non-ratable basis pursuant to the express provisions of this Agreement or any other Loan Document) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreementor other share specified hereunder or under any other applicable Loan Document) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation in the Loans (or sub-participations in the other Letters of Credit Extensionsor Swing Line 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 according to their respective Percentagesthem; 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.

Proration of Payments. Except as otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, on account of (a) principal of or interest on an Loan, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2. 3.7 or 15.9 or any payment to the Swing Line Lender in respect 10.8 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any Base Rate Loan referred to in the last sentence of its Loans Section 3.4, or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Revolving Share or Pro Rata Term A Share, respectively, of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective such Revolving Loans or Term A Loan (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of 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 according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 5, Section 8.7 or 15.6, (ii) payments of its Loans interest on any Affected Loan or, (iii) payments to LaSalle with respect to the letter of credit supporting an existing IRB or on account of (b) its participation in any other Letter of Credit Extension) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any 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 any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.9 or 15.6, (ii) any payment to the Swing Line Lender in with respect of to a Swing Line LoanLoan and (iii) on account payments of principal of or interest on any of its Loans Affected Loan) or (or on account of b) its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its applicable pro rata share (in accordance with the terms of this Agreementaccording to its Revolving Percentage, Term Percentage or Pro Rata Share, as applicable) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participations) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of Credit Extensionsand Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any Lender or other holder of a Note shall obtain any by payment or other recovery (whether voluntary, involuntary, by application of offset setoff or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) Note in excess of its pro rata Ratable share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders on account or other holders of principal of and interest on their respective Loans (or such participations) then held by themNotes, such Lender or other holder shall purchase promptly from the other Lenders or holders such participation in the Loans (or sub-participations in the other Credit Extensions) Notes held by them as shall be necessary to cause such purchasing Lender or other holder to share the excess payment or other recovery ratably Ratably with each of them according to their respective Percentagesthem; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderLender or holder, the purchase of such participation shall be rescinded and the purchase price restored to the extent of such recovery. The Borrower agrees that any Lender or other holder of a Note so purchasing a participation from another Lender or holder pursuant to this Section 3.6.3 shall be entitled to all rights of set-off and bankers' liens with respect to such participation as fully as if such Lender were a direct holder of Revolving Loans and other Credit Extensions in the amount of such participation.

Proration of Payments. Except as otherwise may be provided in other sections of this Agreement, if all funds received by Banks, or any Lender of them, shall be allocated pro rata among all Banks in proportion to their respective Commitment Percentages. 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, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) the Note then held by it in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks or other holders on account of principal of and interest on their respective Loans (or such participations) the Note then held by them, such Lender Bank or other holder shall purchase from the other Lenders Banks or holders such participation in the Loans (or sub-participations in the other Credit Extensions) Note held by them as shall be necessary to cause such purchasing Lender Bank or other holder to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; provided that provided, however, if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lenderholder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, 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 otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 5, Section 8.7 or 15.6, (ii) payments of its Loans interest on any Affected Loan or (iii) payments to LaSalle with respect to the letter of credit supporting an existing IRB or on account to GE CAPITAL with respect to the Existing Term Loan; or (iv) payments to GE Capital with respect to the lease of the property in Brownsville, Texas or the "aircraft lease" pertaining to the private aircraft used by the Company, or (b) its participation in any other Letter of Credit Extension) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any Lender or other holder of a Note shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset off set pursuant to applicable law or SECTION 7.3, or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of all or interest on any part of its Loans (or on account of its participation in the Reimbursement Obligations owing to it, or interest thereon, owing hereunder or under any other Credit ExtensionLoan Document (other than any payment or recovery under SECTION 2.7(C), SECTION 4.9, SECTION 4.12, SECTION 4.14, SECTION 4.15 or SECTION 14.6) in excess of its pro rata such Lender's PRO RATA share (in accordance with the terms of this Agreement) of payments and other recoveries then and therewith obtained by all Lenders on account of principal of and interest on their respective Loans (or such participations) Lenders, then held by them, such Lender receiving such excess payment or other recovery shall purchase for cash without recourse from the other Lenders such participation participating interests in the Loans (or sub-participations Obligations of the Borrower to such Lenders in the other Credit Extensions) held by them such amount as shall be necessary to cause such purchasing Lender to share the such excess payment or other recovery ratably with each of them according to their respective Percentagesthem; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderLender or other holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Proration of Payments. Except as otherwise provided in this Agreement, if If any 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 any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect 15.6 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any of its Loans Affected Loan or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share applicable Pro Rata Share (in accordance with determined pursuant to subpart (c) of the terms definition of this AgreementPro Rata Share herein) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-sub- participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Credit Extension (or on account of its participation in any other Credit ExtensionLetter of Credit) in excess of its 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 Credit Extensions (or such participations) then held by themthem (other than (i) any non-pro rata interest payment resulting from a Credit Extension being an Affected Loan, (ii) any payment resulting from replacement of a Lender pursuant to Section 8.7 or (iii) prior to an acceleration of the Obligations pursuant to Section 12.2, non-pro rata payments resulting from the different percentages of Canadian Lenders and Non-Canadian Lenders in Credit Extensions), such Lender shall purchase from the other Lenders such participation in the Loans Credit Extensions (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; provided provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. Except as otherwise provided in to the extent that this AgreementAgreement provides for payments to be allocated to the Lenders under a particular Facility, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loansecured claim under Section 506 of the Bankruptcy Code or otherwise) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Credit ExtensionLetter of Credit) in excess of its 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 participations) then held by themthem (other than in respect of an Affected Loan or as a result of replacement of a Lender pursuant to SECTION 8.2), such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. Except as otherwise provided for payments to the Swing Line Lender in this Agreementrespect of any Swing Line Loan, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or 14.9 and payments of interest on any payment to the Swing Line Lender in respect of a Swing Line Affected Loan) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its 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 the Loans (or such participationsparticipation) then held by them, such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them according to their respective Percentagesthem; 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. Except as otherwise provided in this Agreement, if If any Lender Bank shall obtain any payment or other --------------------- recovery (whether voluntary, involuntary, by application of offset or otherwise, otherwise but excluding any payment pursuant made to give effect to a non-pro-rata increase in the Commitment Amount as described in Section 8.7 or 15.9 6.1.2 or any payment to the Swing Line Lender ------------- Bank in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Note (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans Notes (or such participationsparticipation) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation in the Loans Notes (or sub-participations participation in the other Letters of Credit Extensionsor Swing Line 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 according to their respective Percentagesthem; 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.