Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.12, 2.12 2.16, 2.17, 2.18 or 8.04(c)2.20) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.11, 2.12 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Pro Rata Advances owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b)) in excess of its ratable share of payments on account of the Pro Rata Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Pro Rata Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-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.

Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section 2.10 only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to the Fee Letter, or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to a Fee Letter or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing Advances made by it to it the Borrower or its participation interest in any Facility LC issued for the account of the Borrower (other than pursuant to Section 2.092.02(b), 2.12 2.11, 2.14, 2.17.7 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances to the Borrower and LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them and/or LC Obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.02(d), 2.12 2.06, 2.08, 2.10 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Revolving Credit Advances owing to it (other than pursuant to Section 2.092.05(b), 2.12 2.06(b), 2.11, 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lendersthereof, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) 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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing Advances made by it to it any Borrower or its participation interest in any Facility LC issued for the account of any Borrower (other than pursuant to Section 2.092.02(b), 2.12 2.07, 2.11, 2.14 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances to such Borrower and Facility LCs issued for the account of such Borrower obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing made by them to them such Borrower and/or LC Obligations of such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) 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.

Sharing of Payments, Etc. If any Lender Class Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of any portion of the Advance owing to Transferred Interest owned by it (other than pursuant to Section 2.092.7, 2.12 or 8.04(c)Article VIII and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.5 or 2.6) in excess of its ratable share of payments on account of any portion of the Advances Transferred Interest obtained by all the Lenderssuch Class Investor, each as entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Class Investors entitled to a share of such amount participations in the Advances owing to them portion of the Transferred Interest owned by such Class Investors as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Class Investor shall be rescinded and each such Lender other Class Investor shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Class Investor’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to any Note Interest owned by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances applicable Funded Amount obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them applicable Note Interests owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off as provided in Section 9.05) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Revolving Credit Advances owing to it (other than pursuant to Section 2.092.05(c), 2.12 2.07(c), 2.11, 2.14 or 8.04(c9.04(d)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to the Fee Letter, Section 2.09, 3.3(b) or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.12 or 8.04(c)and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.10, 2.12 2.13, 9.04(c) or 8.04(c)9.07) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07, 2.11, 2.14 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) hereunder in excess of its ratable share of payments on account of the Advances obtained by all the Lendersin accordance with Section 2.5.1, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ’s ratable share (according to the proportion of (a) the amount of such other Lender's ’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.5.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.13, 2.16 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's ’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the either Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to Loans made by it (other than pursuant to the Fee Letter, or Article VIII and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)2.16 and other than a result of the different methods for calculating interest on the Loans) in excess of its ratable share of payments on account of the Advances obtained Loans made by all the Lendersit, such Lender Recipient shall forthwith purchase from the other Lenders entitled to a share of such amount participations in the Advances owing to them portions of the Loans made by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 2.08 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.06, 2.10, 2.13 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.11, 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 its Advances or 8.04(c)) its share of Letter of Credit Obligations in excess of its ratable share Pro Rata Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersBanks, such Lender Bank shall notify the Agent and forthwith purchase from the other Lenders Banks such participations in the Advances owing to made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such LenderBank's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender's required repayment Bank to the purchasing Bank as a result of such excess payment to (b) the total amount so recovered from of such excess payment) of such recovery, together with an amount equal to such Bank's ratable share (according to the proportion of (i) the amount of such Bank's required repayment to the purchasing LenderBank to (ii) the total amount of all such required repayments to the purchasing Bank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to Note held by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share Pro Rata Share of payments on account of the Advances Notes obtained by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the Advances owing to Notes held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; the other Banks, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender each Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share Bank’s Pro Rata Share (according to the proportion of (a1) the amount of such Lender's Bank’s required repayment to (b2) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 9.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09Sections 2.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.094.02, 2.12 4.03 or 8.04(c12.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedprovided that, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.08 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Obligations (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share pro rata portion of payments or reductions on account of the Advances such obligations obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders and Agent of such receipt, and (ii) purchase from the other Lenders such participations in the Advances owing to them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing LenderLender or additional costs are incurred, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal or such additional costs, but without interest unless the Lender obligated to return such Lender's ratable share (according funds is required to the proportion of (a) the amount of pay interest on such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredfunds. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Altria agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Altria in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Term Loans owing to it (other than pursuant to Section 2.09Sections 2.11, 2.12 2.14 or 8.04(c9.04(c)) in excess of its ratable share Ratable Share of payments on account of the Advances Term Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Term Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the other Lenders and forthwith purchase from the other Lenders such participations in the Advances owing to them made by it or the Letter of Credit Obligations held by it as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themthe other Lenders; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender the other Lenders shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredshare, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.12(e) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-off) 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.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09Sections 2.02(c), 2.05(d), 2.10, 2.12 or 8.04(c)8.04) in excess of its ratable share of payments on account of the Advances obtained by all the LendersBanks, such Lender Bank shall forthwith notify the Administrative Agent thereof and purchase from the other Lenders Banks such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender's Bank’s ratable share (according to the proportion of (ai) the amount of such Lender's Bank’s required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Each Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09(S)4.02, 2.12 4.03 or 8.04(c12.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedprovided that, however, that if all or any -------- portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.the

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) hereunder in excess of its ratable share of payments on account of the Advances obtained by all the Lendersin accordance with Section 2.6.1, such Lender shall forthwith purchase from the other Lenders to which such payments were required to be made such participations in the Advances owing to them Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ’s ratable share (according to the proportion of (a) the amount of such other Lender's ’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower Each Obligor agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.6.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower such Obligor in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Loans owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) as part of any Borrowing in excess of its ratable share of payments on account of the Advances all Loans in such Borrowing obtained by all the Lendersapplicable Lenders entitled to such payments, such Lender shall forthwith purchase from the such other Lenders such participations in the Advances owing to them their Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other applicable Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 Subparagraph 2.09(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.02 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the such Lender’s right of setoffset-off) 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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Pro Rata Advances owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b)) in excess of its ratable share of payments on account of the Pro Rata Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Pro Rata Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If Except as provided in Section 3.04 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) 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.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.11, 2.12 2.15 or 8.04(c)2.20 or as contemplated by Section 2.24) in excess of its ratable share of payments on account of the Advances obtained held by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender's Bank’s ratable share (according to the proportion of (a) the amount of such Lender's Bank’s required repayment to (b) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower a Bank hereunder in the amount of such participation.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances or Letter of Credit Obligations made by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share Pro Rata Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersBanks, such Lender Bank shall notify the Agent and forthwith purchase from the other Lenders Banks such participations in the Advances owing to made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery Bank's ratable share (according to the proportion of (a) the amount of the participation sold by such Bank to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such LenderBank's ratable share (according to the proportion of (a) the amount of such LenderBank's required repayment to the purchasing Bank to (b) the total amount so recovered from of all such required repayments to the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing Advances made by it to it the Borrower (other than pursuant to Section 2.092.02(b), 2.12 2.11, 2.14, or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all to the LendersBorrower, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance Loans owing to it (other than amounts received pursuant to Section 2.09, 2.12 or 8.04(c)‎Section 2.08) in excess of its ratable share of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedprovided that, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 ‎Section 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower or a Lender, as the case may be, in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (Note held by it, other than pursuant to a payment made in accordance with Section 2.091(c) of this Agreement, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances Notes obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Notes held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; the other Lenders, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a1) the amount of such Lender's ’s required repayment to (b2) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Loans made by it (other than pursuant to Section 2.092.10, 2.12 2.11, or 8.04(c)2.13) in excess of its ratable share Ratable Portion of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them their Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded rescinded, and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including including, without limitation, the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.02 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-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.

Sharing of Payments, Etc. If (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share Commitment Percentage of payments on account of the Advances Obligations obtained by all the LendersLenders (an “excess payment”), such Lender shall forthwith (i) notify the Administrative Agent of such fact, and (ii) purchase from the other Lenders such participations in the Advances such Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender's ratable share ’s Commitment Percentage (according to the proportion of (aA) the amount of such paying Lender's ’s required repayment to (bB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased pursuant to this Section 2.13 may, to 3.12 and will in each case notify the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to Lenders following any such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participationpurchases.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. Each borrowing of Loans from Lenders under Section 2.1 hereof will be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Loans and each payment of interest on the Loans will be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain any payment in respect of Borrower's obligations under this Agreement or the Notes (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable the share of payments on which it would have been entitled to receive had such payment been made to Agent for the account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that but if all or any portion of such excess payment is thereafter afterward recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored, without interest, to the extent of such recovery together with an amount equal to such Lender's ratable share (according to recovery. Borrower authorizes the proportion of (a) the amount purchase of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower participations and agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, may exercise all its rights of to payment (including the right of setoffset 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.

Sharing of Payments, Etc. If any Lender Investor shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) ), on account of the Advance owing obligations to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) such Investor under and in respect of the Notes at such time in excess of its ratable share of payments on account of the Advances obligations to all Investors under and in respect of the Notes at such time obtained by all the LendersInvestors at such time, such Lender Investor shall forthwith purchase from the other Lenders Investors such participations interests or participating interests in the Advances obligations due and payable or owing to them them, as the case may be, as shall be necessary to cause such purchasing Lender Investor to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderInvestor, such purchase from each Lender other Investor shall be rescinded and such Lender other Investor shall repay to the purchasing Lender Investor the purchase price to the extent of such Investor's ratable share of such recovery together with an amount equal to such LenderInvestor's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender Investor in respect of the total amount so recovered. The Borrower Company agrees that any Lender Investor so purchasing a participation an interest or participating interest from another Lender Investor pursuant to this Section 2.13 7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Investor were the direct creditor of the Borrower Company in the amount of such participationinterest or participating interest, as the case may be.

Sharing of Payments, Etc. If any Lender (other than the Swing Advance Bank or the Issuing Lender) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set off or otherwise) on account of Loans made by it (other than pursuant to Section 2.13 or 2.15), and there is either (x) any Swing Advance outstanding in respect of which the Swing Advance Bank has not received payment in full from the Lenders pursuant to Section 2.17(d) or (e) or (y) any Unpaid Drawing in respect of which the Issuing Lender has not received payment in full from the Lenders pursuant to Section 2.20 or 2.21, such Lender (a "Purchasing Lender") shall purchase a participation in all such Swing Advances or Unpaid Drawings, as applicable, in an amount equal to the lesser of such payment and the amount of such Swing Advances or Unpaid Drawings, as applicable, for which the Swing Advance Bank or Issuing Lender has not so received payment in full. If, after giving effect to the foregoing, any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Loans made by it (other than pursuant to Section 2.09, 2.12 Sections 2.13 or 8.04(c)2.15) in excess of its ratable share Ratable Portion of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them their Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.16, 2.18(c) or 8.04(c8.04(b)) in excess of its ratable share of payments obtained by all the Lenders on account of the Advances obtained by all the LendersAdvances, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment or reduction (including, but not limited to, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligation of any Obligated Party hereunder or under any of the other Financing Documents (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments or reductions on account of the Advances such obligations obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders and the Administrative Agent of such receipt, and (ii) purchase from the other Lenders such participations in the Advances owing to them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them; , provided, howeverthat, that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing LenderLender or additional costs are incurred, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to or such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable additional costs, but without interest. Each Obligated Party, by the purchasing Lender in respect of the total amount so recovered. The Borrower entering into a Financing Document, further agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Credit Parties in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c9.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the LendersLenders holding such Advances, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. Each borrowing of Committed Loans from the Lenders under Section 2.01 will be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Committed Loans and each payment of interest on the Committed Loans will be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain any payment in respect of the Borrower's obligations under this Agreement, the Committed Loan Notes or the Competitive Bid Loan Notes (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable the share which it would have been entitled to receive had such payment been made to the Agent and applied pursuant to the terms of payments on account of the Advances obtained by all the LendersSection 2.13(d) hereof, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that but if all or any portion of such excess payment is thereafter afterward recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored, without interest, to the extent of such recovery together with an amount equal to such Lender's ratable share (according to recovery. Borrower authorizes the proportion of (a) the amount purchase of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower participations and agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, may exercise all its rights of to payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Loans owing to it (other than pursuant to Section 2.092.12, 2.12 2.15 or 8.04(c9.04(b) or (c)) in excess of its ratable share of payments on account of the Advances Loans obtained by all the applicable Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If Subject to the Intercreditor ------------------------ Agreement, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Loans owing to it (other than pursuant to Section 2.09Sections 4.2, 2.12 4.3 or 8.04(c)12.4) in excess of its ratable share of payments on account of the Advances Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter -------- recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off upon and during the continuance of an Event of Default) with respect to such participation participa tion as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.05(b), 2.12 2.06(b), 2.11, 2.14, 8.04(c) or 8.04(c)8.07) in excess of its ratable share of payments on account of the Advances obtained by all the Lendersthereof, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise, including, without limitation, as a result of exercising its Rights under SECTION 3.13) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) which is in excess of its ratable share of payments on account of any such payment (except as provided herein with respect to the Advances obtained by all the LendersTerm Facility opt-outs in SECTION 2.7(f)), such Lender shall forthwith purchase from the other Revolver Lenders and the Term Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovery. The Borrower agrees that any Lender so purchasing a participation from another Revolver Lender or Term Lender pursuant to this Section 2.13 may, to the fullest extent permitted by lawLaw, exercise all of its rights Rights of payment (including the right Right of setoffoffset) with respect to such participation as fully as if such Revolver Lender or Term Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 or 8.04(c)2.15) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance A Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.14, 2.18 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, however that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the Lender’s right of setoffset-off) 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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.09, 2.12 2.09 or 8.04(c)2.12) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations interests or participating interests in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation an interest or participating interest from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were the direct creditor of the Borrower in the amount of such participationinterest or participating interest, as the case may be.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09, 2.12 2.09 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If If, other than as provided in Sections 3.10, 5.8 and 5.11, any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Loans made by it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) its Letter of Credit Interests in excess of its ratable share of payments on account Percentage Share of the Advances obtained by all the LendersAggregate Exposure, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the Advances owing to them Loans or the Letter of Credit Interests of the other Banks as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase by such Bank from each Lender other Bank shall be fully or partially rescinded and such Lender each other Bank shall repay to the purchasing Lender Bank the purchase price paid thereto to the extent of such recovery repaying Bank's recovery, together with an amount equal to such Lenderpaying Bank's ratable share Percentage Share (according to the proportion of (a) the amount of such Lenderpaying Bank's required repayment to (b) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Each Obligor agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to the provisions of this Section 2.13 5.9 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower such Obligor in the amount of such participation.

Sharing of Payments, Etc. If Except as provided in Section 2.05 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the Lender's right of setoffset-off) 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.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing Obligations payable to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) such Lender hereunder at such time in excess of its ratable share of payments on account of the Advances obtained by all the Lendersapplicable Pro Rata Share, such Lender shall forthwith purchase from the other Appropriate Lenders (other than any Defaulting Lender) such participations in the Advances owing Obligations payable to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender’s applicable Pro Rata Share of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) ’s applicable Pro Rata Share of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, voluntary or involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.09Sections 2.09(d), 2.12 2.10, 2.11 or 8.04(c)2.13) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith (i) notify each of the other Lenders of such receipt and (ii) purchase from the other Lenders for cash such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, 2.16 may exercise all its rights of payment (including the right of setoff) setoff 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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.02(c), 2.12 2.07 or 8.04(c)2.11) in excess of its ratable share of payments on account of the Advances obtained made by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any ------------------------ payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to Advances made by it (other than pursuant to Section 2.092.07, 2.12 2.11, 2.14, 8.04 or 8.04(c)8.08) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.13, 2.16 or 8.04(c8.04(b)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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. SECTION 2.18.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section 2.092.08, 2.12 2.12, 2.15 or 8.04(c)) in excess of its ratable share of payments on account of the A Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the A Advances owing to made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender or any Bank Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Net Investment funded or maintained by it (other than pursuant to the applicable Fee Letter, Section 2.09, 2.12 2.16(b) or 8.04(c)Article VII and other than as a result of the differences in the timing of the applications of Available Collections) in excess of its ratable share of payments on account of the Advances Net Investment obtained by all the LendersRecipient entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders or Bank Investors entitled to a share of such amount participations in the Advances owing to them portions of the Net Investment funded or maintained by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If In the event there is more than one Lender hereunder, except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 4.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender’s right of setoffset-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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.12, 2.14, 2.20 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender Investor or the Letter of Credit Bank (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to portion of the Asset Interest owned by it (other than pursuant to the Fee Letter or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.09, 2.12 or 8.04(c)2.13 and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Advances Asset Interest obtained by all the LendersInvestors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Investors and/or the Letter of Credit Bank entitled to a share of such amount participations in the Advances owing to them portions of the Asset Interest owned by such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of themsuch other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender's other Person’s ratable share (according to the proportion of (a) the amount of such Lender's other Person’s required repayment payment to (b) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 Section 2.12, Section 2.16 or 8.04(c)Article 9) in excess of its ratable share Ratable Share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share ’s Ratable Share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.so

Sharing of Payments, Etc. (a) If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, realization on any Collateral or otherwise) on account of the Advance owing principal of or interest on the Advances owed to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the principal of or interest on the Advances obtained by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the Advances owing owed to them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and each such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such Bank's ratable share (according to the proportion of (i) the amount of the participation purchased from such Bank as a result of such excess payment to (ii) the total amount of such excess payment) of such recovery together with an amount equal to such LenderBank's ratable share (according to the proportion of (ai) the amount of such LenderBank's required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.10, 2.12 2.13 or 8.04(c8.04(d)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Except as provided in Sections 2.02 and 3.02(b) hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) any Obligation in excess of its ratable share of payments on account of the Advances similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 3.03 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the Lender's right of setoffset-off) 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.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance Advances owing to it (other than pursuant to Section 2.092.11, 2.12 2.14 or 8.04(c9.04(c)) in excess of its ratable share Pro Rata Share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to (bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-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.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of the Advance owing to A Advances made by it (other than pursuant to Section Sections 2.09, 2.12 2.13, 2.14 or 8.04(c2.17)) , in excess of its ratable share of payments on account of the A Advances obtained by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in the A Advances owing to made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such LenderBank's ratable share (according to the proportion of (ai) the amount of such LenderBank's required repayment to (bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoffset-off) with respect to such participation as fully as if such Lender Bank were the direct a creditor of the Borrower Borrowers in the amount of such participation.