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 setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations held by them as shall be necessary to cause such 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of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff offset or otherwise) on account of principal of or interest on any Loan or other Obligations in excess Letter of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received Credit in excess of its pro rata share of payments and other recoveries obtained by all Lenders on account of all Loans and Letters of Credit (including after giving effect to the loss of any payment or recovery by any other Lender), such Lender shall purchase from the other Lenders such participations in such Notes or other Obligations the Loans and/or Letters of Credit held by them as shall be necessary to cause such purchaser purchasing 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. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to the other Lenders under this Section 3.7 6.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 3.86.4) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.7 to share in the benefits of any 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 Lender Bank or other holder of any Notes shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff offset or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments the Note then or therewith obtained thereon held by all Lenders, such Lender which has received 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 Lenders Banks or holders such participations participation in such the Notes or other Obligations held by them as shall be necessary to cause such purchaser purchasing Bank or other holder 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. The Borrower agrees that Notwithstanding the foregoing, no Bank shall have any Lender so purchasing 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 participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) banking or other relationship with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in apart from the amount of such participation. If obligations under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any recovery on such secured claimLoan Documents.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff setoff, or otherwise) on account of the principal amount of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata its PRO RATA share of payments then or therewith obtained thereon by all LendersLenders entitled thereto upon the principal amount of and interest on all Loans, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations Loans held by them as shall be necessary to cause such purchaser purchasing 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including pursuant to Section 3.8SECTION 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 applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim under the Facility in lieu of a setoff to which this Section 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 entitled under this Section 3.7 to share in the benefits benefit of any recovery on such secured claim.

Proration of Payments. If any Lender Bank or other holder of a Note shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff setoff, or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata its PRO RATA share of payments then or therewith obtained thereon by all Lendersholders upon principal of and interest on all Loans, such Lender which has received in excess of its pro rata share Bank or other holder shall purchase from the other Lenders Banks or holders such participations in such Notes or other Obligations Loans held by them as shall be necessary to cause such purchaser 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. The Borrower agrees that any Lender Bank or other holder so purchasing a participation from another Lender Bank or holder pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.83.9) with respect to such participation as fully as if such Lender Bank or holder were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender Bank receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders Banks entitled under this Section 3.7 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff offset or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Lenders on account of all Loans (including after giving effect to the loss of any payment or recovery by any other Lender), such Lender shall purchase from the other Lenders such participations in such Notes or other Obligations the Loans held by them as shall be necessary to cause such purchaser purchasing 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. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to the other Lenders under this Section 3.7 6.4 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 3.86.3) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.7 to share in the benefits of any recovery on such secured claim. 6.5 [Reserved]. SECTION 7.

Proration of Payments. If Subject to the provisions of Article 8, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata respective share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes Loans or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 3.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.87.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 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 3.7 3.8 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata respective share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations Obligation (other than any payment otherwise expressly provided under this Agreement) in excess of such Lender's or holder's pro rata ’s respective share of payments in respect of such Loan or Obligation then or and therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata ratable share of such Loan or Obligation shall purchase from the other Lenders such participations in such Notes or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any recovery on such secured claim.any

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata ’s respective share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 3.8 may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including pursuant to Section 3.83.9) 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 applicable bankruptcy, insolvency or other similar lawLaw, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 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 3.7 3.8 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If Subject to the provisions of ARTICLE 8, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata respective share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes Loans or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 SECTION 3.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8SECTION 7.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 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 3.7 SECTION 3.8 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff offset or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Lenders on account of all Loans (including after giving effect to the loss of any payment or recovery by any other Lender), such Lender shall purchase from the other Lenders such participations in such Notes or other Obligations the Loans held by them as shall be necessary to cause such purchaser purchasing 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. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to the other Lenders under this Section 3.7 6.4 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 3.86.3) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.7 to share in the benefits of any recovery on such secured claim. 6.5 [Reserved]. 36 SECTION 7.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff offset or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share of payments and other recoveries obtained by all Lenders on account of all Loans (including after giving effect to the loss of any payment or recovery by any other Lender), such Lender shall purchase from the other Lenders such participations in such Notes or other Obligations the Loans held by them as shall be necessary to cause such purchaser purchasing 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the other Lenders under this Section 3.7 6.4 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 3.86.3) 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 applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.7 to share in the benefits of any recovery on such secured claim.. 6.5

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff setoff, or otherwise) on account of the principal amount of or interest on any Loan or other Obligations in excess of such Lender's or holder's its pro rata share of payments then or therewith obtained thereon by all LendersLenders entitled thereto upon the principal amount of and interest on all Loans, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations Loans held by them as shall be necessary to cause such purchaser purchasing 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including pursuant to Section 3.84.10) 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 applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim under the Facility in lieu of a setoff to which this Section 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 entitled under this Section 3.7 to share in the benefits benefit of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 3.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.83.9) 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 applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 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 3.7 3.8 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff setoff, or otherwise) on account of the principal amount of or interest on any Loan or of any other Obligations payment Obligation of the Borrower in excess of such Lender's or holder's its pro rata share of payments then or therewith obtained thereon by all LendersLenders entitled thereto upon the principal amount of and interest on all Loans or the relevant such payment Obligation, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes Loans (or other Obligations Obligations) held by them as shall be necessary to cause such purchaser 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 holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including pursuant to Section 3.84.10) 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 applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders Lender entitled under this Section 3.7 to share in the benefits benefit of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff offset or otherwise) on account of principal of or interest on any Loan or other Obligations in excess Letter of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received Credit in excess of its pro rata share of payments and other recoveries obtained by all Lenders on account of all Loans and Letters of Credit (including after giving effect to the loss of any payment or recovery by any other Lender), such Lender shall purchase from the other Lenders such participations in such Notes or other Obligations the Loans and/or Letters of Credit held by them as shall be necessary to cause such purchaser purchasing 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. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to the other Lenders under this Section 3.7 6.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 3.86.4) 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 applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.7 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Facility B Lender shall obtain any payment or other recovery to which the Facility A Lenders are entitled pursuant to the terms of this Agreement and the other Loan Documents, then such Facility B Lender shall promptly turn over such payment to the Administrative Agent (in the form received with 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, such Facility B Lender shall be deemed to hold such payment or recovery in trust for the Administrative Agent and the Facility A Lenders). Without limiting the foregoing sentence, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff 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 other Obligations 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in excess any Letter of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received Credit) in excess of its pro rata share applicable Pro Rata Share of those payments and other recoveries obtained by all other applicable Lenders on account of principal of and interest on the respective Loans (or such participation) then held by them, then such Lender shall purchase from the other applicable Lenders such participations in such Notes the respective affected Loans (or other Obligations sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchaser purchasing 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, but without interest. The Borrower agrees that any Lender so purchasing Nothing in this Section shall be deemed to require the Facility A Lenders to purchase a participation from another Lender pursuant in any Facility B Obligation or the interest, principal, fees or expenses owing to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any recovery on such secured claimFacility B Lender.”

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata ’s respective share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.7 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff set-off, or otherwise) on account of principal of or interest on any Loan (other than pursuant to the terms of Section 4.4 or other Obligations 4.5) in excess of such Lender's or holder's its pro rata share of payments then or therewith obtained thereon by all LendersLenders upon principal of and interest on all Loans, such Lender which has received in excess of its pro rata share shall purchase from the other Lenders such participations in such Notes or other Obligations Loans held by them as shall be necessary to cause such purchaser 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 holderLender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.83.9) 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 applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.7 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff offset or otherwise) on account of principal of or interest on any Loan or other Obligations in excess Letter of such Lender's or holder's pro rata share of payments then or therewith obtained thereon by all Lenders, such Lender which has received Credit in excess of its pro rata share of payments and other recoveries obtained by all Lenders on account of all Loans and Letters of Credit (including after giving effect to the loss of any payment or recovery by any other Lender), such Lender shall purchase from the other Lenders such participations in such Notes or other Obligations the Loans and/or Letters of Credit held by them as shall be necessary to cause such purchaser purchasing 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. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to the other Lenders under this Section 3.7 6.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off pursuant to Section 3.86.4) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.7 to share in the benefits of any recovery on such secured claim.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of principal of or interest on any Loan or other Obligations in excess of such Lender's or holder's pro rata PRO RATA share of payments then or therewith obtained thereon by all Lenders, such Lender which has received in excess of its pro rata PRO RATA share shall purchase from the other Lenders such participations in such Notes or other Obligations held by them as shall be necessary to cause such 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.7 SECTION 3.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 3.8SECTION 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 applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.7 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 3.7 SECTION 3.8 to share in the benefits of any recovery on such secured claim.