Common use of Proration of Payments Clause in Contracts

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 14.9 and (ii) payments of interest on any Affected Loan) on account of principal of or interest on any Loan (b) or on account of its participation in any Letter of Credit) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender Bank shall purchase from the other Lenders Banks such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except as provided in Section 2.6, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan, Loan (but excluding (i) any payment pursuant to Section 8.7 8 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except as provided in Section 2.6, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan, Loan (but excluding (i) any payment pursuant to Section 8.7 8 or 15.6 and (ii) payments of interest on any Affected Loan15.6) or (b) its participation in any Letter of Credit) Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit or Existing Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit or Existing Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except as provided in Section 2.6, if any Lender shall obtain obtains any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan, Loan (but excluding (ia) any payment pursuant to Section 8.7 8 or 15.6 and 15.6, (iib) payments of interest on any Affected Loan) Loan or (bc) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or any such participation) participation in any Letter of Credit, then held by them, then such that Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations subparticipations in Letters of Credit) held by them as shall be are necessary to cause such that purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that , but if all or any portion of the excess payment or other recovery is thereafter recovered from such that purchasing Lender, the then that purchase shall will be rescinded and the purchase price restored to the extent of such that recovery.

Proration of Payments. If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 14.9 and (ii) payments of interest on any Affected Loan) on account of principal of or interest on any Loan (b) or on account of its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender Bank shall purchase from the other Lenders Banks such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except as provided in Section 2.6, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan, Loan (but excluding (i) any payment pursuant to Section 8.7 4.2 or 15.6 19.1 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 8.1 or 15.6 8.4 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (a) principal of or interest on any Loan, but excluding Loan (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments on account of interest on any Affected Loan) or (b) its participation in any Letter of CreditCredit Extension) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participationparticipations) then held by themthem (other than in respect of an Affected Loan or any payment to the Swing Line Lender in respect of a Swing Line Loan, then or as a result of replacement of a Lender pursuant to Section 8.7), such Lender shall purchase from the other Lenders such participations participation in the Loans (or sub-participations in Letters of CreditCredit Extensions) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender Bank or other holder of a Revolving Note shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (a) principal of or interest on any Loan, but excluding Revolving Loan or Revolving Note (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments on account of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders Banks or other holders of on account of principal of and interest on the Loans Revolving Loan or Revolving Notes (or such participation) then held by them, then such Lender Bank or other holder shall purchase from the other Lenders Banks or holders such participations participation in the Loans Notes held by them (or sub-participations participation in Letters such Letter of Credit) held by them as shall be necessary to cause such purchasing Lender Bank or other holder to share the excess payment or other recovery ratably with each of them; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderBank or holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except as provided in Section 2.9, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan, Loan (but excluding (i) any payment pursuant to Section 8.7 4.2 or 15.6 19.1 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-sub- participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 5, Section 8.7 or 15.6 and 15.6, (ii) payments of interest on any Affected Loan) Loan or (b) its participation in any Letter of Credit) L/C Obligation in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of CreditL/C Obligations) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except as provided in Section 2.7, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan, Loan (but excluding (i) any payment pursuant to Section 8.7 4.2 or 15.6 19.1 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of themthe other Lenders; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 13.9 and excluding any payment made pursuant to any application of funds arising from the existence of a Defaulting Lender) on account of (a) principal of or interest on any Loan, but excluding Loan (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments on account of interest on any Affected Loan) or (b) its participation in exposure under any Letter of Credit) in excess of its applicable Pro Rata Share share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participationexposure) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in and Letters of Credit) Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 15.7 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 9.7 or 15.6 15.9 and (ii) payments of interest on any Affected Loan) on account of principal of or interest on any Loan (b) or on account of its participation in any Letter of Credit) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, on account of (a) principal of or interest on any an Loan, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2, 3.7 or 15.6 10.8 and (ii) payments of interest on any Affected Loan) or (b) its participation Base Rate Loan referred to in any Letter the last sentence of Credit) Section 3.4, in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans such Term Loan (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) Loan or (b) its participation in any Letter of Credit) , in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii14.9 or any payment to the Swing Line Bank in respect of a Swing Line Loan) payments on account of principal of or interest on any Affected Loan) Loan (or (b) on account of its participation in any Letter of CreditCredit or Swing Line Loan) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on the Loans (or such participationparticipations) then held by them, then such Lender Bank shall purchase from the other Lenders Banks such participations participation in the Loans (or sub-participations in Letters of CreditCredit or Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment of interest to the Issuing Bank, any payment to the Swing Line Bank with respect to a Swing Line Loan payment pursuant to Section 8.7 or 14.9) on account of (a) principal of or interest on any Loan, but excluding Loan (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments on account of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender Bank shall purchase from the other Lenders Banks such participations participation in the Loans (or sub-participations participation in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or Section 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (a) principal of or interest on any Loan, but excluding Loan (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments on account of interest on any Affected Loan) or (b) its participation in any Letter of CreditCredit Extension) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participationparticipations) then held by themthem (other than in respect of an Affected Loan, then or as a result of replacement of a Lender pursuant to Section 8.7), such Lender shall purchase from the other Lenders such participations participation in the Loans (or sub-participations in Letters of CreditCredit Extensions) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 14.9 and (ii) payments of interest on any Affected Loan) on account of principal of or interest on any Loan (b) or on account of its participation in any Letter of Credit) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-sub- participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 14.9 and (ii) payments of interest on any Affected Loan) on account of principal of or interest on any Loan (b) or on account of its participation in any Letter of Credit) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, on account of (a) principal of or interest on any an Loan, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2, 3.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit10.8) in excess of its applicable Pro Rata Initial Term Loan Share or Pro Rata Delayed Draw Term Loan Share, respectively, of payments and other recoveries obtained by all the Lenders on account of principal of and interest on the Loans such Initial Term Loan or Delayed Draw Term Loan (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 16.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, Revolving Loan (but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of those payments and other recoveries obtained by all other applicable Lenders on account of principal of and interest on the respective Revolving Loans (or such participation) then held by them, then such Lender shall purchase from the other applicable Lenders such participations in the respective affected Revolving Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except to the extent that this Agreement provides for payments to be allocated to Lenders under a particular credit facility hereunder, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 13.9) on account of (a) principal of or interest on any Loan, but excluding Loan (i) or on account of its exposure under any payment pursuant to Section 8.7 Draft or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of CreditDrafting Agreement) in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations subparticipations in Letters of CreditDrafts and Drafting Agreements) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, on account of (a) principal of or interest on any a Loan, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2, 3.7 or 15.6 10.8 and (ii) payments of interest on any Affected Loan) Base Rate Loan referred to in the last sentence of Section 3.4, or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Revolving Share, Pro Rata Term A Loan Share or Pro Rata Term B Loan Share, respectively, of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans such Revolving Loans, Term A Loan, Term B Loan or Incremental Term Loan (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided provided, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, on account of (a) principal of or interest on any the Second Lien Term Loan, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2, 3.7 or 15.6 10.8 and (ii) payments of interest on any Affected Loan) or (b) its participation Base Rate Loan referred to in any Letter the last sentence of CreditSection 3.4) in excess of its applicable Pro Rata Term Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) Loan then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or --------------------- other recovery (whether voluntary, involuntary, by application of offset or otherwise, ) on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) Note in excess of its applicable Pro Rata Share pro rata share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans all Notes (other than any non-pro rata interest payment resulting from a Loan being an Affected Loan or such participation) then held by themas a result of replacement of a Lender pursuant to Section 8.7), then such Lender shall purchase ----------- from the other Lenders such participations participation in the Loans (or sub-participations in Letters of Credit) Notes held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided provided, however, that if all or any --------- ------- portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders of the Lenders, as appropriate, on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, on account of (a) principal of or interest on any the Revolving Outstandings or the Term Loan, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2, 3.7 or 15.6 10.8 and (ii) payments of interest on any Affected Loan) Base Rate Loan referred to in the last sentence of Section 3.4, or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Revolving Share or Pro Rata Term Share, respectively, of payments and other recoveries obtained by all Lenders on account of principal of and interest on the such Revolving Loans or Term Loan (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 14.9 and (ii) payments of interest on any Affected Loan) on account of principal of or interest on any Loan (b) or on account of its participation in any Letter of Credit) in excess of its applicable Pro Rata Share share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by themthem (as determined by Section 2.2.1(b)), then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, Loan (but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of those payments and other recoveries obtained by all other applicable Lenders on account of principal of and interest on the respective Loans (or such participation) then held by them, then such Lender shall purchase from the other applicable Lenders such participations in the respective affected Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 15.8, and (ii) payments of interest on any Affected Loan) ), or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except as provided in Section 2.6, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan, Loan (but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset set-off or otherwise, on account of (a) principal of of, or interest on Prepayment Fee with respect to, any Loan, or in respect of the Return Premium, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2, 10.5 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit10.8) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (of, or Prepayment Fee with respect to, such participation) Term Loan then held by them, or in respect of the Return Premium, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (recovery, whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) , or (b) its participation in any Letter of Credit) , in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) Loan or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.