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, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the other Credit Extensions) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.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 an Loan, but excluding (i) any payment pursuant to Section 8.7 3.1, 3.2, 3.7 or 15.9 or any payment to the Swing Line Lender in respect 10.8 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any Base Rate Loan referred to in the last sentence of its Loans Section 3.4, or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective such Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of Credit 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 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), but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan (but excluding (i) any payment pursuant to Section 4.2 or 19.1 and (ii) payments of its Loans interest on any Affected Loan) or (or on account of b) its participation in any other Letter of Credit Extension) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other CHICAGO/#2647830.13 recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of 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 Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section SECTION 8.7 or 15.9 14.9 or any payment to the Swing Line Lender Bank in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Note (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans Notes (or such participationsparticipation) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation in the Loans Notes (or sub-participations sub- participation in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

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 pursuant to Section 8.7 or 15.9 in connection with an assignment or participation pursuant to Section 14.9 or any payment to the Swing Line Lender Bank in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation in the Loans (or sub-participations in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; 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, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan (but excluding (i) any payment pursuant to Sections 8.7 or 15.5 and (ii) payments of its Loans interest on any Affected Loan) or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms applicable Pro Rata Share of this Agreement) of those payments and other recoveries obtained by all other applicable Lenders on account of principal of and interest on their the respective Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other applicable Lenders such participation participations in the respective affected Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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, but excluding any payment pursuant to Section SECTION 8.7 or 15.9 14.9 or any payment to the Swing Line Lender Bank in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Note (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans Notes (or such participationsparticipation) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation in the Loans Notes (or sub-participations participation in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; provided PROVIDED, HOWEVER, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing LenderBank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Proration of Payments. If Except for payments to the Swing Line Bank in respect of Swing Line Loans, if any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 7.7 or 15.9 or 14.9 and payments of interest on any payment to the Swing Line Lender in respect of a Swing Line Affected Loan) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation participations in the Loans (or sub-participations in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender 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 Revolving Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect 15.6 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any of its Loans Affected Loan) or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Revolving Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Revolving Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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 or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan (but excluding (i) any payment pursuant to Sections 8.7 or 15.6 and (ii) payments of its Loans interest on any Affected Loan) or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms applicable Pro Rata Share of this Agreement) of those payments and other recoveries obtained by all other applicable Lenders on account of principal of and interest on their the respective Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other applicable Lenders such participation participations in the respective affected Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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, but excluding any payment pursuant to Section 8.7 or 15.9 14.9 or any payment to the Swing Line Lender Bank in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation in the Loans (or sub-participations in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; 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 Subject to Section 16 hereof, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on the Loan, but excluding (a) any payment pursuant to Section 8.7 or 15.6 and (b) payments of its Loans (or interest on account of its participation in any other Credit ExtensionAffected Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans the Loan (or such participationsany participation) then held by them, then such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the other Credit Extensions) Loan 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, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the other Credit Extensions) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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.. 7.6

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 15.9 or any payment to the Swing Line Lender in respect 15.6 and (ii) payments ----------- ---- of a Swing Line Loan) on account of principal of or interest on any of its Loans Affected Loan) or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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 Subject to Section 15 hereof, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect 15.6 and (ii) payments of a Swing Line Loan) on account of principal of or interest on any of its Loans Affected Loan) or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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 2.8, if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan (but excluding (i) any payment pursuant to Section 4.2 or 19.1 and (ii) payments of its Loans interest on any Affected Loan) or (or on account of b) its participation in any other Letter of Credit Extension) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of 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 8.3, 8.7 or 15.9 15.8 or any payment to the Swing Line Lender in respect of a any Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the other Credit Extensions) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Sections 3.1, 3.2, 3.7 or 10.8 and (ii) payments of its Loans interest on any Base Rate Loan referred to in the last sentence of Section 3.4, or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of Credit 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 set-off or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 3.8 or 10.8 and (ii) payments of its Loans interest on any Base Rate Loan referred to in the last sentence of Section 3.4, or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of Credit 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 shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section SECTION 8.7 or 15.9 14.9 or any payment to the Swing Line Lender Bank in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation in the Loans (or sub-participations in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; provided 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, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Credit Extension (or on account of its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans Credit Extensions (or such participations) then held by themthem (other than (a) any non-pro rata interest payment resulting from a Credit Extension being an Affected Loan or (b) any payment resulting from replacement of a Lender pursuant to Section 8.7), such Lender shall purchase from the other Lenders such participation in the Loans Credit Extensions (or sub-participations in the other Credit ExtensionsLetters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans (or on account of its participation in any other Credit Extension) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender shall purchase from the other Lenders such participation in the Loans (or sub-participations in the other Credit Extensions) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; 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.. 35 7.6

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 pursuant to Section 8.7 or 15.9 14.9 or any payment to the Swing Line Lender Bank in respect of a Swing Line Loan) on account of principal of or interest on any of its Loans Loan (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans (or such participations) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation in the Loans (or sub-sub- participations in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment or other recovery ratably with each of them; 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 for payments to the Swing Line Bank in respect of Swing Line Loans, if any Lender Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, but excluding any payment pursuant to Section 8.7 7.7 or 15.9 or 14.9 and payments of interest on any payment to the Swing Line Lender in respect of a Swing Line Affected Loan) on account of principal of or interest on any of its the Loans (or on account of its participation in any other Letter of Credit Extensionor Swing Line Loan) in excess of its pro rata share (in accordance with the terms of this Agreement) of payments and other recoveries obtained by all Lenders Banks on account of principal of and interest on their respective Loans any Loan (or such participationsparticipation) then held by them, such Lender Bank shall purchase from the other Lenders Banks such participation participations in the Loans (or sub-participations in the other Letters of Credit Extensionsor Swing Line Loans) held by them as shall be necessary to cause such purchasing Lender 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 set-off or otherwise, but excluding any payment pursuant to Section 8.7 or 15.9 or any payment to the Swing Line Lender in respect of a Swing Line Loan) on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 3.7 or 10.8 and (ii) payments of its Loans interest on any Base Rate Loan referred to in the last sentence of Section 3.4, or (or on account of b) its participation in any other Credit ExtensionLetter of Credit) in excess of its pro rata share (in accordance with the terms of this Agreement) applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on their respective the Loans (or such participationsparticipation) then held by them, then such Lender shall purchase from the other Lenders such participation participations in the Loans (or sub-participations in the other Letters of Credit 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.