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of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable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-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), 2.13Section 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-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 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 Borrower or participations its participation interest in Swingline Advances or Letters any Facility LC issued for the account of Credit any Borrower (other than pursuant to Section 2.09(c2.02(b), 2.132.07, 2.16 2.11, 2.14 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 Borrower and participations in Swingline Advances and Letters Facility LCs issued for the account of Credit, such Borrower obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them to such Advances owing to them and participations in Swingline Advances and Letters Borrower and/or LC Obligations of Credit such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s 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 2.15 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 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 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 2.11, 2.14 or 8.04(c9.04(d)) 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 2.15 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 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 (w) as payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.3(c), (x) 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(c2.2(b), 2.13, 2.16 or 8.04(c(y) or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.143.3, 3.4, 3.5, 3.6 or 3.7 or (z) any payments made in accordance with respect to such Borrowerthe 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 any of its Commitments or Advances in accordance with Section 2.15, Section 11.11.1 or Section 11.11.2) 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 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, 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-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 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-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, 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 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-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 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. 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 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 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-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 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 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 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 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 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 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 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 principal of or interest on 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 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 the Lenders in accordance with the aggregate amount of themprincipal of and accrued interest on their respective Advances; provided, however, that (a) 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 (b) the provisions of this Section 2.16 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including Sections 2.13, 9.07(h) and 9.08, or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any Person that is an Eligible Assignee (as such term is defined from time to time). 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 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-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 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-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 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 4.04 or 8.04(cSection 4.06) 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 4.05 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 4.05, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(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 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 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 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 (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 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 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 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 Bank 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 (except amounts payable pursuant to Sections 2.08, 2.12, 2.13, 2.17 or 8.08 and except that (i) any Borrower or participations in Swingline Advances or Letters Bank may receive less than its Pro Rata Share of Credit interest to the extent Section 8.06 is applicable to it, (other than ii) if the Stated Termination Date for all Banks is not the same, then principal payments due pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c2.06(a) or in respect of Eurodollar Rate Advances converted into Base Rate Advances the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), and (iii) if, in respect of any Change in Control, not all Banks are Exercising Banks, then payments due from the Borrower pursuant to Section 2.142.23 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) with respect to such Borrower, in excess of its ratable share Pro Rata Share of payments on account of the principal of or interest on the Advances to such Borrower and participations in Swingline Advances and Letters of Credit, obtained by all the LendersBanks, such Lender Bank shall forthwith purchase from the other Lenders Banks 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 Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such Bank’s 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 (iA) the amount of such LenderBank’s required repayment to (iiB) 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 2.14 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 Bank 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), 2.132.11, 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 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 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.

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 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 Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, set‑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 LendersBanks, such Lender Bank shall notify the Administrative Agent and forthwith purchase from the other Lenders Banks 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 Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such LenderBank’s ratable share (according to the proportion of (ia) the amount of the participation sold by such Bank to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Bank’s ratable share (according to the proportion of (a) the amount of such LenderBank’s required repayment to the purchasing Bank to (iib) the total amount so recovered from of all such required repayments to the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. 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 lawLegal Requirement, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offset‑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.

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. 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 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 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 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 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 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. (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. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c) or 7.06, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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 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-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 made by it to it by any Borrower or participations its participation interest in Swingline Advances or Letters any Facility LC issued for the account of Credit any Borrower (other than pursuant to Section 2.09(c2.02(b), 2.132.07, 2.16 2.11, 2.14 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 Borrower and participations in Swingline Advances and Letters Facility LCs issued for the account of Credit, such Borrower obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them to such Advances owing to them and participations in Swingline Advances and Letters Borrower and/or LC Obligations of Credit such Borrower 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 2.15 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 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 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 LendersLenders (other than as a result of a failure to fund by a Defaulting Lender), 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. (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. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.02(d), 2.03(c), 2.04(e) or 7.05, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent and the LC Issuing Banks to satisfy such Lender’s obligations to it or them under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Sharing of Payments, Etc. 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 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, Revolver A Share, or Revolver B 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 LendersBanks, such Lender Bank shall notify the Administrative Agent and forthwith purchase from the other Lenders Banks 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 Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery Bank's ratable share (according to the proportion of (a) the amount of the participation sold by such Bank to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender’s Bank's ratable share (according to the proportion of (i) the amount of such Lender’s Bank's required repayment to the purchasing Bank to (ii) the total amount so recovered from of all such required repayments to the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.17 2.09 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.

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 (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-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 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, 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 (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.

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 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. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.02(d), 2.03(c), 2.04(e) or 7.05, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Bank and the LC Issuing Banks to satisfy such Lender’s obligations to it or them under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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 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. (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. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.02(d), 2.03(c), 2.04(e) or 7.05, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent and the LC Issuing Banks to satisfy such Lender’s obligations to it or them under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as Cash Collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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 participation.participation or subparticipation. This

Sharing of Payments, Etc. If any Lender Bank 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 LendersBanks, such Lender Bank shall notify the Administrative Agent and forthwith purchase from the other Lenders Banks 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 Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; providedPROVIDED, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender’s Bank's ratable share (according to the proportion of (ia) the amount of the participation sold by such Bank to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Bank's ratable share (according to the proportion of (a) the amount of such Lender’s Bank's required repayment to the purchasing Bank to (iib) the total amount so recovered from of all such required repayments to the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by lawLegal Requirement, 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 Bank 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 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 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 acquired by it (other than pursuant to Section 2.09(c2.02(c), 2.09, 2.11(c), 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 or Letters of Credit, Credit (as the case may be) 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 or participations in Swingline Advances and Letters of Credit acquired 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 (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 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-offset‑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-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.

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, 2.132.14, 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. (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), 2.06, 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. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c) or 7.05, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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 or 8.04(c2.08, 2.10, 8.04(b) or 8.07) 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 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 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 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 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 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(c2.11, 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 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 '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 (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 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 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 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 Bank 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 LendersBanks, such Lender Bank shall notify the Administrative Agent and forthwith purchase from the other Lenders Banks 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 Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of -------- such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender Bank shall be rescinded and such Lender Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lender’s Bank's ratable share (according to the proportion of (ia) the amount of the participation sold by such Bank to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Bank's ratable share (according to the proportion of (a) the amount of such Lender’s Bank's required repayment to the purchasing Bank to (iib) the total amount so recovered from of all such required repayments to the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.17 2.16 may, to the fullest extent permitted by lawLegal Requirement, 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 Bank were the direct creditor of such the 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 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. (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. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.03(c), 2.04(e), 2.02(d), or 7.05, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Bank and the LC Issuing Banks to satisfy such Lender’s obligations to it or them under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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 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. (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 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 2.19 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. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.03(c), 2.04(e), 2.02(d), or 7.05, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Bank and the LC Issuing Banks to satisfy such Lender’s obligations to it or them under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and

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)2.09 or 2.11 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 2.142.05(a)) 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 '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 jointly and severally agree 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 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) 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 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 L/C 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 Reimbursement Obligations 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(c), 2.13, 2.16 2.12 or 8.04(c2.15) 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 L/C Lender shall forthwith purchase from the other L/C Lenders such participations in such Advances or other amounts owing to them and participations in Swingline Advances and Letters of Credit as shall be necessary to cause such purchasing L/C 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 L/C Lender, such purchase from each L/C Lender shall be rescinded and such L/C Lender shall repay to the purchasing L/C Lender the purchase price to the extent of such recovery together with an amount equal to such L/C Lender’s ratable share (according to the proportion of (i) the amount of such L/C Lender’s required repayment to (ii) the total amount so recovered from the purchasing L/C Lender) of any interest or other amount paid or payable by the purchasing L/C Lender in respect of the total amount so recovered. Each Borrower agrees The Borrowers agree that any L/C Lender so purchasing a participation from another L/C 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 L/C 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 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 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. 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.