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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to them and participations in Swingline Advances and Letters of Credit 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of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances or L/C Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.05(b), 2.13Section 2.11, 2.16 Section 2.12, Section 2.14, Section 2.20 or 8.04(cSection 8.04(e) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in respect any of Eurodollar Rate its Advances converted into Base Rate Advances pursuant or participations in Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof if permitted hereby (as to which the provisions of this Section 2.142.15 shall apply) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (for cash at face value) such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 Ratable Share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.11, 2.14 or 8.04(d), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (other than any Defaulting Lenders) such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances or L/C Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.05(b), 2.132.11, 2.16 2.12, 2.14, 2.20 or 8.04(c8.04(e) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in respect any of Eurodollar Rate its Advances converted into Base Rate Advances pursuant or participations in Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof if permitted hereby (as to which the provisions of this Section 2.142.15 shall apply) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (for cash at face value) such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 Ratable Share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account such payment (determined in accordance with the provisions of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lendersthis Agreement), such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact and (b) purchase from the other Lenders such participations in such Advances owing to the Loans made by them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment ratably pro rata with each of themother Lender; provided, however, provided 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 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) amounts received pursuant to Section 2.09(c)Sections 2.11, 2.132.12, 2.16 2.13 or 8.04(c8.5(c) or (y) proceeds received in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14any Risk Policy) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower or a Lender, as the case may be, in the amount of such participation. For the avoidance of doubt, in the event of any conflict between this Section 2.16 and Section 3.03 of the Intercreditor and Collateral Agency Agreement, then Section 3.03 of the Intercreditor and Collateral Agency Agreement shall control, and the Borrower agrees that any payment received by a Lender from the Borrower, directly, through set-off or otherwise, which is subsequently paid by such Lender to the Collateral Agent in accordance with such Section 3.03 of the Intercreditor and Collateral Agency Agreement shall be deemed a payment by the Borrower for the pro rata benefit of the Secured Parties and not a payment to such Lender.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.03, 2.05(b), 2.05(c), 2.10, 2.13, 2.16 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect Obligations payable to such Borrower, Lender hereunder at such time in excess of its ratable share (according to the proportion of payments on account (a) the amount of such Obligations to (b) the aggregate amount of the Advances Obligations payable to all Lenders hereunder at such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenderstime), such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing the Obligations payable to them and participations in Swingline Advances and Letters of Credit 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 ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (iA) the amount of such other Lender’s required repayment to (iiB) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the A Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.07, 2.11, 2.12, 2.13, 2.16 2.15 or 8.04(c8.04(b)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the A Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the A Advances owing to made by them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of the participation purchased from such Lender 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 Lender’s 's ratable share (according to the proportion of (A) the amount of such Lender's required repayment to (iiB) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-offsetoff, if any, or otherwise) on account of the Revolving Credit Advances or Swing Line Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.03, 2.04(c), 2.132.06(b), 2.16 2.06(c), 2.11, 2.14 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline or Swing Line Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances or Swing Line Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff, if any) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.08, 2.16 2.12, 2.15 or 8.04(c8.04(b)) or or, on account of the Borrower's reimbursement obligations in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, LC Outstandings in excess of its ratable share of payments on account of the Advances to or on account of such Borrower and participations in Swingline Advances and Letters of Credit, reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters of Credit such reimbursement obligations 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances Loans owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.09, 2.132.10, 2.16 2.12, 2.17 or 8.04(c8.04(e) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in respect any of Eurodollar Rate Advances converted into Base Rate Advances pursuant its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof if permitted hereby (as to which the provisions of this Section 2.142.13 shall apply) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (for cash at face value) such participations in such Advances the Loans owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.13 may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect Obligations payable to such Borrower, Lender hereunder at such time in excess of its ratable share (according to the proportion of payments on account (a) the amount of such Obligations to (b) the aggregate amount of the Advances Obligations payable to all Lenders hereunder at such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenderstime), such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing the Obligations payable to them and participations in Swingline Advances and Letters of Credit 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 recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Xxxxxx’s ratable share (according to the proportion of (A) the amount of such other Lender’s required repayment to (iiB) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 2.19 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the any Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.11(c), 2.132.12, 2.16 2.15 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the such Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the applicable Lenders, such Lender shall forthwith purchase from the other applicable Lenders such participations in such the relevant Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-offsetoff, or otherwise) on account of the Advances owing to it Loans made by any Borrower it, or the participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) L/C Obligations or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such BorrowerSwing Line Loans held by it, in excess of its ratable share of payments on account of the Advances to such Borrower Loans and participations in Swingline Advances and Letters of Credit, the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to them and the Loans and/or participations in Swingline Advances and Letters of Credit L/C Obligations or in Swing Line 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 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 (i) the amount of such other Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing made by it to it by any the Borrower or participations its participation interest in Swingline Advances or Letters any Facility LC issued for the account of Credit the Borrower (other than pursuant to Section 2.09(c2.02(a)(ii), 2.132.11, 2.16 2.14, 2.17.7 or 8.04(c8.04(b)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (w) in respect of Defaulting Lenders, (x) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.03(c), (y) as a payment of a Swing Line Advance made by a Swing Line Bank that has not been participated to the other Lenders pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c2.02(b) or in respect of Eurodollar Rate Advances converted into Base Rate Advances (z) pursuant to Section 2.142.11, 2.14 or 8.04) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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 recoveredrecovered provided further that, so long as the obligations under this Agreement and any Notes shall not have been accelerated, any excess payment received by any Lender shall be shared on a pro rata basis only with other Lenders. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect Obligations payable to such Borrower, Lender hereunder at such time in excess of its ratable share (according to the proportion of payments on account (i) the amount of such Obligations to (ii) the aggregate amount of the Advances Obligations payable to all Lenders hereunder at such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenderstime), such Lender shall forthwith purchase from the other Lenders (other than any Defaulting Lender) such participations in such Advances owing the Obligations payable to them and participations in Swingline Advances and Letters of Credit 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 ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such other Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.11(c), 2.132.15, 2.16 or 2.18, 8.04(c) or 8.16 or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.142.16) with respect to such Borrower, by the Borrower in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, Credit obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances Loans owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 5.04 or 8.04(cSection 5.06) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments obtained by all the Lenders on account of the Advances to Loans of such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in such Advances the Loans owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 5.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the other Lenders in accordance with this Section 5.05, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.01(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the A Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.10 or 2.12 or, 2.13to the extent the Termination Date is not the same for all Lenders, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.142.06(a)) with respect to such Borrower, in excess of its ratable share of payments on account of the A Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the A Advances owing to made by them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, off or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline its Advances or Letters its share of Letter of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, Obligations in excess of its ratable share Pro Rata Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters or Letter of Credit, Credit Obligations obtained by all the Lenders, then such Lender shall notify the Administrative Agent and the other Lenders and forthwith purchase from the other Lenders Lenders, such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender 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 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 Lender’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender 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 Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to the purchasing Lender to (ii) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14 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 set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.10, 2.13, 2.16 or 8.04(c9.01(b), 9.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.149.07) with respect to such Borrower, in excess of its ratable share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 of: (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender by delivering payment pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances Loans owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.09, 2.132.10, 2.16 2.12, 2.17 or 8.04(c8.04(e) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in respect any of Eurodollar Rate Advances converted into Base Rate Advances pursuant its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof if permitted hereby (as to which the provisions of this Section 2.142.13 shall apply) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (for cash at face value) such participations in such Advances the Loans owing to them and participations in Swingline Advances and Letters of Credit 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 Ratable Share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.13 may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.08, 2.132.12, 2.16 or 8.04(c2.16, 2.18(c) or 8.04(b)) or on account of the Borrower’s reimbursement obligations in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances to or on account of such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lendersreimbursement obligations, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters of Credit such reimbursement obligations 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit its Loan (other than pursuant to Section 2.09(c2.02(c), 2.132.07, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) 2.11, 2.12 (with respect to interest on a Base Rate Advance which, absent an event described in such BorrowerSection, would otherwise be a Eurodollar Rate Advance), 2.14 or 8.04(b)) in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to the Loans made by them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, voluntary or involuntary, or through the exercise of any right of set-off, off or otherwise) on account of the Revolving Credit Advances owing owed to it by any Borrower or participations in Swingline Advances or Letters its Letter of Credit Interest (other than pursuant to Section 2.09(c)2.6, 2.132.8, 2.16 or 8.04(c2.17, 8.4(b) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.148.4(c)) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline all Revolving Credit Advances and Letters Letter of Credit, Credit Interests obtained by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in such Advances owing to them and participations in Swingline the Revolving Credit Advances and Letters Letter of Credit Interests of such other Banks as shall be necessary to cause such purchasing Lender Bank 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 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 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 (i) the amount of such LenderBank’s required repayment to (ii) 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. Each Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.17 2.9 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of such Borrower in the amount of such participation. For avoidance of doubt, in no event shall the Borrowers be liable for duplicative payments under this Section 2.9 in respect of any Obligations.

Sharing of Payments, Etc. If Subject to Section 2.18 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.11, 2.16 2.14 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.. The provisions of this Section 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or

Sharing of Payments, Etc. If any Lender Party shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances Obligations owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.11, 2.13, 2.16 2.14 or 8.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, Obligations obtained by all the LendersLender Parties, such Lender Party shall forthwith purchase from the other Lenders Lender Parties such participations in such Advances Obligations owing to them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Lender Party 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 LenderLender Party, such purchase from each Lender Party shall be rescinded and such Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such recovery together with an amount equal to such Lender’s Lender Party's ratable share (according to the proportion of (i) the amount of such Lender’s Lender Party's required repayment to (ii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each The Borrower agrees that any Lender Party so purchasing a participation from another Lender Party pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Party were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower Revolving Loans, the Swing Loans or participations in Swingline Advances or Letters the Letter of Credit Loans made by it (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(cas expressly provided herein) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters Revolving Loans, the Swing Loans or the Letter of Credit, Credit Loans obtained by all the such Lenders, such Lender shall forthwith purchase from the such other Lenders such participations in such Advances owing to them and participations in Swingline Advances and Letters the Revolving Loans, the Swing Loans or the Letter of Credit Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, 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 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. SECTION 2.14.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances or Swing Line Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.03(c), (y) as a payment of a Swing Line Advance made by a Swing Line Bank that has not been participated to the other Lenders pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c2.02(b) or in respect of Eurodollar Rate Advances converted into Base Rate Advances (z) pursuant to Section 2.142.11, 2.14 or 9.04(c)) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline or Swing Line Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances or Swing Line Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-set off, or otherwise) on account of the Revolving Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit Loans owing to it (other than pursuant to Section 2.09(c)Sections 2.14, 2.132.15, 2.16 2.20 or 8.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Revolving Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.08, 2.132.12, 2.16 or 8.04(c8.04(b)) or on account of the Borrower's reimbursement obligations in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances to or on account of such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lendersreimbursement obligations, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters of Credit such reimbursement obligations 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.03(c) or pursuant to Section 2.09(c2.11, 2.14 or 9.04(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing made by it to it by any the Borrower or participations its participation interest in Swingline Advances or Letters any Facility LC issued for the account of Credit the Borrower (other than pursuant to Section 2.09(c2.02(b), 2.132.07, 2.16 2.11, 2.14, 2.17.7 or 8.04(c8.04(b)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances Loans owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 5.04 or 8.04(cSection 5.06) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments obtained by all the Lenders on account of the Advances to Loans of such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in such Advances the Loans owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 5.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the other Lenders in accordance with this Section 5.05, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.01(a).

Sharing of Payments, Etc. If any Lender shall obtain on account of the Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Advances owing to it by or receive any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or collateral in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, thereof in excess of its ratable share of payments on account of the Advances amount such Lender was entitled to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all receive pursuant to the Lendersterms hereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in such Advances owing to the Loans made by them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themaccording to the terms hereof; 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 (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off, but subject to Section 11.9) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, if any, or otherwise) on account of the Revolving Credit Advances or Swing Line Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.04(c), 2.132.06(b), 2.16 2.06(c), 2.11, 2.14, 2.20 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline or Swing Line Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances or Swing Line Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff, if any) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) pursuant to Section 2.09(c)3.3, 2.133.4, 2.16 3.5, 3.6 or 8.04(c3.7 or (y) any payments made in accordance with the express terms of this Agreement at any time that a Defaulting Lender exists and any payment obtained by a Lender as consideration for the assignment of or sale of a participation in respect any of Eurodollar Rate its Commitments or Advances converted into Base Rate Advances pursuant to in accordance with Section 2.142.15, Section 11.11.1 or Section 11.11.2) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, off or otherwise) on account of the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Pro Rata Share, Revolving Share, or Term Share, as applicable, of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters or Letter of Credit, Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender 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 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 (ia) the amount of the participation sold by such Lender to the purchasing Lender 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 Lender's ratable share (according to the proportion of (a) the amount of such Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.12 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 set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters Letter of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, Obligations made by it in excess of its ratable share Pro Rata Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters or Letter of Credit, Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters or Letter of Credit 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 Lender’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender 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 Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to the purchasing Lender to (ii) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-offsetoff, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(d), 2.132.06, 2.16 2.08, 2.10 or 8.04(c8.04(b)) or the participations in respect of Eurodollar Rate Swing Line Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrowerheld by it, in excess of its ratable share of payments on account of the Revolving Credit Advances to such Borrower and or participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances and subparticipations in the Swing Line Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower The Company agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 2.17 8.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participationparticipation or subparticipation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) in respect of Defaulting Lenders or (y) pursuant to Section 2.09(c)2.10, 2.13, 2.16 2.13 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14as otherwise expressly provided herein) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Purchaser shall obtain any payment (whether voluntaryvoluntarily, involuntaryinvoluntarily, through the exercise of any right of set-off, off or otherwise) on account of the Advances owing to Purchases made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than with respect to payments due to such Purchaser pursuant to Section 2.09(c)2.12, 2.13, 2.16 2.13 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Portion of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, Purchases obtained by all the LendersPurchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Purchasers such participations interests in such Advances owing to the Receivable Interests purchased by them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Lender Purchaser 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 LenderPurchaser, such purchase from each Lender other Purchaser shall be rescinded and such Lender other Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such recovery together with an amount equal to such Lenderother Purchaser’s ratable share Ratable Portion (according to the proportion of (ia) the amount of such Lenderother Purchaser’s required repayment to (iib) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered. Each Borrower The Seller agrees that any Lender Purchaser so purchasing a participation an interest in Receivable Interests from another Lender Purchaser pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation interest in Receivable Interests as fully as if such Lender Purchaser were the direct creditor of such Borrower the Seller in the amount of such participationinterest in Receivable Interests.

Sharing of Payments, Etc. If Subject to Section 2.19 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.07(c), 2.16 2.11, 2.12(a), 2.14 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The provisions of this Section 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters Letter of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, Obligations made by it in excess of its ratable share Pro Rata Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters or Letter of Credit, Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters or Letter of Credit 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 Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender 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 Lender’s 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to the purchasing Lender to (ii) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, off or otherwise) on account of (i) the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.11, 2.132.14, 2.16 9.04 or 8.04(c9.08) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances obtained by all the Lenders or (ii) any Letter of Credit Liability of the Borrower hereunder (other than pursuant to Section 2.11, 2.14, 9.04 or 9.08) in excess of its LC Commitment Percentage of any such Borrower and participations in Swingline Advances and Letters payments on account of Credit, such Letter of Credit Liability obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing made by them or the participations purchased pursuant to them and participations in Swingline Advances and Letters of Credit Section 3.04 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 2.18 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.05(d), 2.16 2.05(e), 2.11, 2.12(a), 2.14 or 8.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The provisions of this Section 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.11, 2.132.14, 2.16 2.20 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) and other than as otherwise provided herein with respect to such Borrower, Defaulting Lenders) in excess of its ratable share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.10(c), 2.132.14, 2.16 2.17 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.142.15) with respect to such by the Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Creditthe Borrower, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-offsetoff, if any, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.03, 2.04(c), 2.132.06(b), 2.16 2.06(c), 2.11, 2.14 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff, if any) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Party shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to made by it by or any Borrower or participations in Swingline Advances or Letters Letter of Credit Liability of any Loan Party hereunder (other than pursuant to Section 2.09(c)2.07, 2.132.11, 2.16 3.08 or 8.04(c4.02) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Commitment Percentage of any such payments on account of the Advances to or such Borrower and participations in Swingline Advances and Letters Letter of Credit, Credit Liability obtained by all the LendersLender Parties, such Lender Party shall forthwith purchase from the other Lenders Lender Parties such participations in the Advances made by them or in such Advances owing other Lender Parties’ participations purchased pursuant to them and participations in Swingline Advances and Letters of Credit Section 3.05, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; other Lender Party, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender Party, such purchase from each other Lender Party shall be rescinded and each such Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such recovery together with an amount equal to each such LenderLender Party’s ratable share (according to the proportion of (i) the amount of such LenderLender Party’s required repayment to (ii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each Borrower of the Loan Parties agrees that any Lender Party so purchasing a participation or sub-participation from another Lender Party pursuant to this Section 2.17 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation or sub-participation as fully as if such Lender Party were the direct creditor of such Borrower the respective Loan Party 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 set-off, or otherwise) on account of the Advances or L/C Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.05(b), 2.13Section 2.11, 2.16 Section 2.12, Section 2.14, Section 2.20 or 8.04(cSection 8.04(e) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in respect any of Eurodollar Rate its Advances converted into Base Rate Advances pursuant or participations in Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof if permitted hereby (as to which the provisions of this Section 2.142.15 shall apply) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (for cash at face value) such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 LenderXxxxxx’s ratable share Ratable Share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing made by it to it by any the Borrower or participations its participation interest in Swingline Advances or Letters any Facility LC issued for the account of Credit the Borrower (other than pursuant to Section 2.09(c2.02(b), 2.132.07, 2.16 2.11, 2.14, 2.16.7 or 8.04(c8.04(b)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 LenderXxxxxx’s ratable share (according to the proportion of (i) the amount of such LenderXxxxxx’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.03(c) or (y) pursuant to Section 2.09(c2.11, 2.14, 2.19 or 9.04(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable pro rata share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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; provided further that, so long as the maturity of the obligations under this Agreement and the Notes shall not have been accelerated, any excess payment received by any Appropriate Lender in respect of any Facility shall be shared on a pro rata basis only with other Appropriate Lenders. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain on account of the Obligations made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by or receive any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or collateral in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, thereof in excess of its ratable share of payments on account of the Advances amount such Lender was entitled to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all receive pursuant to the Lendersterms hereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in such Advances owing to the Loans made by them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themaccording to the terms hereof; 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 (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.05(c), 2.132.07(c), 2.16 or 8.04(c2.11, 2.14, 2.18(a) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.149.04(d)) with respect to such Borrower, in excess of its ratable share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (of any principal of or interest on any Advance made by it under this Agreement or payment of any other Obligation, whether voluntary, involuntary, through the exercise of any right of set-off, banker's lien, counterclaim or similar right, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable Pro Rata share of payments (determined based on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lendersoutstanding Advances), such Lender shall forthwith promptly purchase from the other Lenders such participations participation in the Obligations held by them hereunder in such Advances owing amounts, and make such other adjustments from time to them and participations in Swingline Advances and Letters of Credit time as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedthe other Lenders in accordance with its Pro Rata portion (determined based on the outstanding Advances) thereof. To such end, however, that all of the Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if all or any portion FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 69 76 of such excess payment is thereafter recovered from such purchasing Lenderrescinded or must otherwise be restored. Each Company agrees, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the fullest extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount it may effectively do 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. Each Borrower agrees under applicable law, that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to in the fullest extent permitted by law, Obligations may exercise all its rights of payment (including the right of set-off) , banker's lien, counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of the direct creditor of such Borrower Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Credit Party.

Sharing of Payments, Etc. If any Term Lender shall obtain any payment from any Group Member (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances Term Loan or other amounts owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.05(b), 2.132.07, 2.16 2.11, 2.12, 2.15, 2.18, 2.19 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lendersshare, such Term Lender shall forthwith purchase from the other Term Lenders such participations in such Advances the Term Loan or other amounts owing to them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Term 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 Term Lender, such purchase from each Term Lender shall be rescinded and such Term Lender shall repay to the purchasing Term Lender the purchase price to the extent of such recovery together with an amount equal to such Term Lender’s ratable share (according to the proportion of (i) the amount of such Term Lender’s required repayment to (ii) the total amount so recovered from the purchasing Term Lender) of any interest or other amount paid or payable by the purchasing Term Lender in respect of the total amount so recovered. Each Borrower agrees The Borrowers agree that any Term Lender so purchasing a participation from another Term Lender pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Term Lender were the direct creditor of such Borrower the 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 set-off, or otherwise) on account of the principal of or interest on the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant Swingline Advances) made by it to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, any Borrower in excess of its ratable share (determined on the basis of the unpaid principal of, or interest on, the Advances (other than Swingline Advances) then due and payable by such Borrower to any other Lender or Lenders) of payments on account of the principal of or interest on such Advances to such Borrower and participations in (other than Swingline Advances and Letters of Credit, Advances) obtained by all the Lendersany other Lender or Lenders (other than pursuant to Sections 2.11, 2.13, 2.14, 2.20, 2.22 or 10.05(b)), such Lender shall forthwith purchase from the each such other Lenders Lender such participations in such Advances owing to them and participations in Swingline Advances and Letters of Credit 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 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 ratable share (according to the proportion recovery, but without interest. Disproportionate payments of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable shall be shared by the purchasing Lender purchase of separate participations in respect unpaid interest obligations, and disproportionate payments of principal shall be shared by the total amount so recoveredpurchase of separate participations in unpaid principal obligations. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing made by it to it by any the Borrower or participations its participation interest in Swingline Advances or Letters any Facility LC issued for the account of Credit the Borrower (other than pursuant to Section 2.09(c2.02(b), 2.132.07, 2.16 2.11, 2.14, 2.16.7 or 8.04(c8.04(b)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 ratable share (according to the proportion of (i) the amount of such LenderXxxxxx’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, voluntary or involuntary, or through the exercise of any right of set-off, off or otherwise) on account of the Revolving Credit Advances owing owed to it by any Borrower or participations in Swingline Advances or Letters its Letter of Credit Interest (other than pursuant to Section 2.09(c)2.6, 2.132.8, 2.16 or 8.04(c2.17, 8.4(b) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.148.4(c)) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline all Revolving Credit Advances and Letters Letter of Credit, Credit Interests obtained by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks such participations in such Advances owing to them and participations in Swingline the Revolving Credit Advances and Letters Letter of Credit Interests of such other Banks as shall be necessary to cause such purchasing Lender Bank 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 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 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 Lender’s Bank's ratable share (according to the proportion of (i) the amount of such Lender’s Bank's required repayment to (ii) 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. Each Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.17 2.9 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of such Borrower in the amount of such participation. For avoidance of doubt, in no event shall the Borrowers be liable for duplicative payments under this Section 2.9 in respect of any Obligations.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing made by it to it by any the Borrower or participations its participation interest in Swingline Advances or Letters any Facility LC issued for the account of Credit the Borrower (other than pursuant to Section 2.09(c2.02(b), 2.132.07, 2.16 2.11, 2.14, 2.16.7 or 8.04(c8.04(b)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) amounts received pursuant to Section 2.09(c)Sections 2.11, 2.132.12, 2.16 2.13 or 8.04(c8.06(c) or (y) proceeds received in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14any Risk Policy) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower or a Lender, as the case may be, in the amount of such participation. For the avoidance of doubt, in the event of any conflict between this Section 2.16 and Section 3.03 of the Intercreditor and Collateral Agency Agreement, then Section 3.03 of the Intercreditor and Collateral Agency Agreement shall control, and the Borrower agrees that any payment received by a Lender from the Borrower, directly, through set-off or otherwise, which is subsequently paid by such Lender to the Collateral Agent in accordance with such Section 3.03 of the Intercreditor and Collateral Agency Agreement shall be deemed a payment by the Borrower for the pro rata benefit of the Secured Parties and not a payment to such Lender.

Sharing of Payments, Etc. If Subject to Section 2.19 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.07(c), 2.16 2.11, 2.12, 2.14 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The provisions of this Section 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it Loans made by any Borrower it, or the participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) L/C Obligations or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such BorrowerSwing Line Loans held by it, in excess of its ratable share of payments on account of the Advances to such Borrower Loans and participations in Swingline Advances and Letters of Credit, the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to them and the Loans and/or participations in Swingline Advances and Letters of Credit L/C Obligations or in Swing Line 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 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 (i) the amount of such other Lender’s required repayment to (ii) 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. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.03(c), (y) as a payment of a Swing Line Advance made by a Swing Line Bank that has not been participated to the other Lenders pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c2.02(b) or in respect of Eurodollar Rate Advances converted into Base Rate Advances (z) pursuant to Section 2.11, 2.14, 2.21 or 9.04(c)) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.04(b), 2.132.11, 2.16 2.14 or 8.04(c8.04) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Revolving Credit Advances, Swing Line Advances to such Borrower and participations in Swingline or Letter of Credit Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances, Swing Line Advances or Letter of Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.11(c), 2.132.15, 2.16 or 2.18, 8.04(c) or 8.16 or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.142.16) with respect to such Borrower, by the Borrower in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, Credit obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account such payment (determined in accordance with the provisions of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lendersthis Agreement), such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact and (b) purchase from the other Lenders such participations in such Advances owing to the Loans made by them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment ratably PRO RATA with each of themother Lender; providedPROVIDED, howeverHOWEVER, 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 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to SECTION 11.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it Loans made by any Borrower it, or the participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) L/C Obligations or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such BorrowerSwing Line Loans held by it, in excess of its ratable share of payments on account of the Advances to such Borrower Loans and participations in Swingline Advances and Letters of Credit, the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to them and the Loans and/or participations in Swingline Advances and Letters of Credit L/C Obligations or in Swing Line 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 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 (i) the amount of such other Lender’s required repayment to (ii) 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. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.11(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.11(c), 2.132.15, 2.16 2.18 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.142.16) with respect to such by the Borrower, in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.5(a) or any payment made by a Credit Party pursuant to and in accordance with the express terms of this Agreement) (a) on account of the Advances Obligations owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, Lender hereunder at such time in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the LendersPro Rata Share thereof, such Lender shall forthwith purchase (for cash at face value) from the other Lenders such participations interests or participating interests in such Advances the Obligations due and payable or owing to them and participations in Swingline Advances and Letters of Credit them, as the case may be, 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 other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (A) the purchase price paid to such Lender to (B) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (ix) the amount of such other Lender’s required repayment to (iiy) 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. Each Borrower Credit Party agrees that any Lender so purchasing a participation an interest or participating interest from another Lender pursuant to this Section 2.17 2.9 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-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 such Borrower Credit Party 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 set-offsetoff, if any, or otherwise) on account of the Revolving Credit Advances or Swing Line Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.04(c), 2.132.06(b), 2.16 2.06(c), 2.11, 2.14, 2.20 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline or Swing Line Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances or Swing Line Advances owing to them and participations in Swingline Advances and Letters of Credit 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 LenderXxxxxx’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff, if any) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.08, 2.16 2.12, 2.15 or 8.04(c8.04(b)) or or, on account of the Borrower's reimbursement obligations in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, LC Outstandings in excess of its ratable share of payments on account of the Advances to or on account of such Borrower and participations in Swingline Advances and Letters of Credit, reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters of Credit such reimbursement obligations 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set- off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 2.17 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.06(c), 2.16 2.10, 2.11(a), 2.13 or 8.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The provisions of this Section 2.14 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder.

Sharing of Payments, Etc. If Subject to Section 2.17 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.13Section 2.06(c), 2.16 Section 2.10, 2.11(a), or 8.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The provisions of this Section 2.14 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder.

Sharing of Payments, Etc. If Subject to Section 2.19 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.11, 2.16 2.12(a), 2.14 or 8.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by lawLaw, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.03, 2.06, 2.08(c), 2.10, 2.13, 2.16 or 8.04(c8.05(b)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.14(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offset‑off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.07, 2.13, 2.16 2.09 or 8.04(cSection 9.04(c) or pursuant to that certain Deposit Account Control Agreement dated as of April 19, 2012 between PDGL, as grantor and DVB Bank SE, Nordic Branch, as Secured Party in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14the Deposit Account (described thereunder)) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 2.18 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.02(c), 2.132.07(c), 2.16 2.11, 2.12(a), 2.14 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (ia) the amount of such Lender’s required repayment to (iib) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The provisions of this Section 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant permitted hereunder.

Sharing of Payments, Etc. If any Lender Party shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.3(c), (y) as a payment of a Swing Line Advance made by the Swing Line Bank that has not been participated to the other Lender Parties pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c2.2(b) or in respect of Eurodollar Rate Advances converted into Base Rate Advances (z) pursuant to Section 2.143.3, 3.4, 3.5, 3.6 or 3.7) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the LendersLender Parties, such Lender Party shall forthwith purchase from the other Lenders Lender Parties such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Lender Party 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 LenderLender Party, such purchase from each Lender Party shall be rescinded and such Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such recovery together with an amount equal to such LenderLender Party’s ratable share (according to the proportion of (i) the amount of such LenderLender Party’s required repayment to (ii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each The Borrower agrees that any Lender Party so purchasing a participation from another Lender Party pursuant to this Section 2.17 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Party were the direct creditor of such 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 set-off, or otherwise) on account of the Revolving Credit Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.03(b), 2.10, 2.13, 2.16 or 8.04(c8.03(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Revolving Credit Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing made to them and participations in Swingline Advances and Letters of Credit the other Lenders 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 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 each such other Lender’s 's ratable share (according to the proportion of (i) the amount of such other Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.03(c) or pursuant to Section 2.09(c)2.11, 2.13, 2.16 2.14 or 8.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment in respect of the obligations under the Loan Documents (whether voluntary, voluntary or involuntary, through the exercise of any right of set-off, setoff or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share the amount it would have received if all payments had been made directly to Agent and apportioned in accordance with the terms of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the LendersSection 2.7(c)(iii) through 2.7(c)(vii), such Lender shall forthwith purchase from the other Lenders such participations in such Advances owing the Loans made by them to them and participations in Swingline Advances and Letters of Credit Borrower as shall may be necessary to cause such purchasing Lender to share the excess payment ratably to be apportioned in accordance with each the terms of themSection 2.7(c)(iii) through 2.7(c)(vii); provided, however, 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 to the extent of such recovery together with an amount equal to such Lender’s 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered from by the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.9 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. Agent's books and records shall constitute prima facie evidence of the accuracy of the information recorded therein and any statement by Agent calculating the amount due from any Lender shall be prima facie evidence thereof absent a showing by such Lender of manifest error.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.10 or 2.12 or, 2.13to the extent the Termination Date is not the same for all Lenders, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.142.06(a)) with respect to such Borrower, in excess of its ratable share of payments on account of the Committed Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Committed Advances owing to made by them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Except for payments made pursuant to Section 5.18, if any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to principal of or interest on any Advance (including any participation in a Swingline Loan) made by it by or any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, L/C Interest in excess of its ratable share of all payments obtained by Banks on account of, as applicable, principal of or interest on the Advances (including any participation in a Swingline Loan) comprising the Borrowing to which such Advance relates or in respect of the Advances Letter of Credit to which such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the LendersL/C Interest relates, such Lender Bank shall forthwith purchase from the other Lenders Banks which shall then have Advances (including any participation in a Swingline Loan) outstanding comprising a part of such Borrowing participations in the Advances (including any participation in a Swingline Loan) comprising a part of such Advances owing to them and Borrowing (or, as applicable, purchase from the other Banks participations in the Swingline Advances and Letters Loans or L/C Interests in the related Letter of Credit Credit) as shall be necessary to cause such purchasing Lender Bank to share the excess payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such excess payment) ratably with respect to such Borrowing or Letter of Credit with each of them; provided, however, that if such other Banks. If all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender selling Bank shall be rescinded and such Lender selling Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lenderselling Bank’s ratable share (according to the proportion of (i) the amount of such Lenderselling Bank’s required repayment to (ii) 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. Each The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.17 5.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of such the Borrower in the amount of such participation. Nothing contained herein shall require any Bank to exercise any right it may have of set-off, bankers’ lien, counterclaim or similar right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower not evidenced by this Agreement or the Notes. If under any applicable bankruptcy, insolvency or other similar law, any Bank obtains a secured claim in lieu of a set-off or other payment to which this Section 5.17 would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section 5.17 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.10 or 2.12 or, 2.13to the extent the Termination Date is not the same for all Lenders, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.142.06(a)) with respect to such Borrower, in excess of its ratable share of payments on account of the Committed Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Committed Advances owing to made by them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 set-off, or otherwise) on account of the A Advances owing to made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.10 or 2.12 or, 2.13to the extent the Termination Date is not the same for all Lenders, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.142.06(a)) with respect to such Borrower, in excess of its ratable share of payments on account of the A Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the A Advances owing to made by them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the applicable 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 set-off, or otherwise) on account of the Advances owing to it by under any Borrower or participations in Swingline Advances or Letters of Credit Facility (other than pursuant to Section 2.09(c2.09(a), 2.132.09(b), 2.16 or 8.04(c2.11, 2.13(d) or 9.04(c), or payments to an Issuing Bank in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14Letters of Credit) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to under such Borrower and participations in Swingline Advances and Letters of Credit, Facility obtained by all the relevant Lenders, such Lender shall forthwith purchase from the other relevant Lenders such participations in the Advances under such Advances Facility owing to them and participations in Swingline Advances and Letters of Credit 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 relevant 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 (i) the amount of such Lender’s 's required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c)2.11, 2.13, 2.16 2.14 or 8.04(c) or as payment to a Non-Consenting Lender on the Termination Date in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to accordance with Section 2.142.06) with respect to such Borrower, in excess of its ratable share of payments on account of the Revolving Credit Advances to such Borrower and or participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower of the Borrowers agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower Revolving Loans, the Swing Loans or participations in Swingline Advances or Letters the Letter of Credit Loans made by it (other than pursuant to Section 2.09(c2.09(d), 2.132.12, 2.16 2.15(c), 2.18, 3.05, 3.08 or 8.04(c9.04(c)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters Revolving Loans, the Swing Loans or the Letter of Credit, Credit Loans obtained by all the such Lenders, such Lender shall forthwith purchase from the such other Lenders such participations in such Advances owing to them and participations in Swingline Advances and Letters the Revolving Loans, the Swing Loans or the Letter of Credit 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 that, (x) 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 (i) the amount of such Lender’s required repayment to (ii) 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 recoveredrecovered and (y) the provisions of this Section shall not be construed to apply to (i) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender). Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters Letter of Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, Obligations made by it in excess of its ratable share Pro Rata Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters or Letter of Credit, Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in such the Advances owing to made by them and participations in Swingline Advances and Letters or Letter of Credit 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 Lender’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender 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 Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to the purchasing Lender to (ii) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the 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 set-off, or otherwise) on account of the Revolving Credit Advances or Swing Line Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.12, 2.15 or 9.04(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Revolving Credit Advances and Letters of Credit, Swing Line Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances or Swing Line Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 set-off, or otherwise) on account of the Revolving Credit Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.05(b), 2.132.06(b), 2.16 2.11, 2.14 or 8.04(c)) or the participations in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, L/C Obligations held by it in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lendersthereof, such Lender shall forthwith purchase from the other Lenders such participations in such the Revolving Credit Advances owing to them and and/or such subparticipations in the participations in Swingline Advances and Letters of Credit L/C Obligations held by them, as the case may be, 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participationparticipation or subparticipation. This Section 2.15 shall continue to apply after any conversion of the Revolving Credit Advances pursuant to Section 2.06(b).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) owing to it on account of the Advances owing to it by any Borrower or participations in Swingline Revolving Credit Advances, Swing Line Advances or the Letters of Credit (other than pursuant to Section 2.09(c)2.14, 2.13, 2.16 2.17 or 8.04(c9.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14as otherwise provided herein) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters Extensions of Credit, Credit obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such Advances Extensions of Credit owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Term Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances Term Loans owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.10, 2.13 or 9.04(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, Term Loans obtained by all the Term Lenders, such Term Lender shall forthwith purchase from the other Term Lenders such participations in such Advances the Term Loans owing to them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing Term 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 Term Lender, such purchase from each Term Lender shall be rescinded and such Term Lender shall repay to the purchasing Term Lender the purchase price to the extent of such recovery together with an amount equal to such Term Lender’s ratable share (according to the proportion of (i) the amount of such Term Lender’s required repayment to (ii) the total amount so recovered from the purchasing Term Lender) of any interest or other amount paid or payable by the purchasing Term Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender Xxxx Xxxxxx so purchasing a participation from another Term Lender pursuant to this Section 2.17 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Term Lender were the direct creditor of such 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 set-off, or otherwise) on account of the Advances owing made by it to it by any the Borrower or participations its participation interest in Swingline Advances or Letters any Facility LC issued for the account of Credit the Borrower (other than pursuant to Section 2.09(c2.02(b), 2.132.07, 2.16 2.11, 2.14, 2.16.7 or 8.04(c8.04(b)) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such the Borrower and participations in Swingline Advances and Letters of Credit, LC Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 LenderXxxxxx’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) 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. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as provided elsewhere herein, any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to Total Outstanding Amount made by it by any Borrower or participations in Swingline Advances or Letters of Credit (other than pursuant to Section 2.09(c2.6, 2.11, 2.14, 2.17, 2.18 or 8.4(b), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of CreditTotal Outstanding Amount, obtained by all Banks with respect to the Lenders, Total Outstanding Amount such Lender Bank receiving a greater proportion of the payments shall forthwith purchase from the other Lenders such applicable Banks participations in such Advances owing to the Total Outstanding Amount made by them and participations in Swingline Advances and Letters of Credit 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 its ratable share (according to the proportion of (a) the amount of the participation purchased from such 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 (i) the amount of such LenderBank’s required repayment to (ii) 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. Each The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Bank were the its direct creditor of 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 set-offset‑off, or otherwise) on account of the Advances owing to it by any Borrower or participations in Swingline Advances or Letters of Credit (other than (x) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.03(c) or (y) pursuant to Section 2.09(c2.11, 2.14 or 9.04(c), 2.13, 2.16 or 8.04(c) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.14) with respect to such Borrower, in excess of its ratable share Ratable Share of payments on account of the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such the Advances owing to them and participations in Swingline Advances and Letters of Credit 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 (i) the amount of such Lender’s required repayment to (ii) 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. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offset‑off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.. Interpublic Credit Agreement