Common use of Direct Payments Clause in Contracts

Direct Payments. (a) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iii) the provisions of this Section shall not be construed to apply to (A) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (B) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Documents, (C) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (D) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Direct Payments. (a1) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or (Bii) 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's ’s obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (Div) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b2) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Direct Payments. (a) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, fact and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,; (ii) the provisions of this Section 10.6(a) shall not be construed to apply to (A) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section 10.6(a) shall apply); and (iii) the provisions of this Section 10.6(a) shall not be construed to apply to (A) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (B) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's ’s obligations under or in connection with the Loan Documents, (C) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (D) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Direct Payments. (a1) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by any Obligor the Borrower pursuant to and in accordance with the express terms of this Agreement or (Bii) 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, other than to any Obligor the Borrower or any Affiliate of an Obligor the Borrower (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (Div) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b2) The Obligors consent Borrower consents to the foregoing and agree, to the extent they it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Direct Payments. (a) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iii) the provisions of this Section shall not be construed to apply to (A) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower Borrowers to such Lender that do not arise under or in connection with the Loan Documents, (B) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's Borrowers’ obligations under or in connection with the Loan Documents, (C) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (D) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Direct Payments. (a) 8.6.1 If any Lender, by exercising any right of setoff set-off or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: : (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, , (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by the Borrower or any Obligor Restricted Subsidiary 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) or (Bii) 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, other than to the Borrower or any Obligor Restricted Subsidiary or any Affiliate of an Obligor the Borrower or any Restricted Subsidiary (as to which the provisions of this Section shall apply); and and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien permitted under this Agreement or that is otherwise entitled to priority over the Borrower's ’s obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor the Borrower or any Restricted Subsidiary upon the termination of Derivatives derivatives entered into between the Obligor Borrower or any Restricted Subsidiary and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the ObligorsLender, or (Div) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) 8.6.2 The Obligors consent Borrower consents to the foregoing and agreeagrees, to the extent they it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor the Borrower or any Restricted Subsidiary rights of setoff set-off and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor the Borrower or any Restricted Subsidiary in the amount of such participation.

Direct Payments. (a1) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by any Obligor the Borrower pursuant to and in accordance with the express terms of this Agreement or (Bii) 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, other than to any Obligor the Borrower or any Affiliate of an Obligor the Borrower (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's ’s obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (Div) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b2) The Obligors consent Borrower consents to the foregoing and agree, to the extent they it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Direct Payments. (a) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by the Borrower or any Obligor Restricted Subsidiary pursuant to and in accordance with the express terms of this Agreement or (Bii) 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, other than to the Borrower or any Obligor Restricted Subsidiary or any Affiliate of an Obligor the Borrower or any Restricted Subsidiary (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien permitted under this Agreement or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor the Borrower or any Restricted Subsidiary upon the termination of Derivatives derivatives entered into between the Obligor Borrower or any Restricted Subsidiary and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the ObligorsLender, or (Div) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) . The Obligors consent Borrower consents to the foregoing and agreeagrees, to the extent they it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor the Borrower or any Restricted Subsidiary rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor the Borrower or any Restricted Subsidiary in the amount of such participation.

Direct Payments. (a1) If any Lender, by exercising any right of setoff set-off or counterclaim or otherwise, obtains any payment or other reduction that might result in such that Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon on them or other Obligations and Other Secured Obligations greater than its pro rata share thereof of them as provided hereinin this Agreement, then the Lender receiving such the payment or other reduction shall (a) notify the Agent of such that fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of and Other Secured Obligations owing to the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such those payments shall be shared by the Lenders and others to whom Other Secured Obligations are owed rateably in accordance with the aggregate amount of principal of Obligations and accrued interest on their respective Advances and other amounts Other Secured Obligations owing to them, provided that: (ia) if any such participations are participation is purchased and all or any portion of the payment giving rise thereto to it is recovered, such participations the participation shall be rescinded and the purchase price restored to the extent of such the recovery, without interest, (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or (Bii) 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment (including a payment in respect of Other Secured Obligations) made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such a Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien (other than the Security) or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Documents, (C) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (D) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.,

Direct Payments. (a) If any Lender, by exercising any right of setoff set-off or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by the Borrower or any Obligor Restricted Subsidiary 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) or (Bii) 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, other than to the Borrower or any Obligor Restricted Subsidiary or any Affiliate of an Obligor the Borrower or any Restricted Subsidiary (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien permitted under this Agreement or that is otherwise entitled to priority over the Borrower's ’s obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor the Borrower or any Restricted Subsidiary upon the termination of Derivatives derivatives entered into between the Obligor Borrower or any Restricted Subsidiary and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the ObligorsLender, or (Div) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) . The Obligors consent Borrower consents to the foregoing and agreeagrees, to the extent they it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor the Borrower or any Restricted Subsidiary rights of setoff set-off and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor the Borrower or any Restricted Subsidiary in the amount of such participation.

Direct Payments. (a1) If any Lender, by exercising any right of setoff set-off or counterclaim or otherwise, obtains any payment or other reduction that might result in such that Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon on them or other Obligations and Other Secured Obligations greater than its pro rata share thereof of them as provided hereinin this Agreement, then the Lender receiving such the payment or other reduction shall (ax) notify the Agent of such that fact, and (by) purchase (for cash at face value) participations in the Advances and such other Obligations of and Other Secured Obligations owing to the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such those payments shall be shared by the Lenders and others to whom Other Secured Obligations are owed rateably in accordance with the aggregate amount of principal of Obligations and accrued interest on their respective Advances and other amounts Other Secured Obligations owing to them, provided that: (ia) if any such participations are participation is purchased and all or any portion of the payment giving rise thereto to it is recovered, such participations the participation shall be rescinded and the purchase price restored to the extent of such the recovery, without interest,; (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by any Obligor 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) or (Bii) 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment (including a payment in respect of Other Secured Obligations) made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such a Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien (other than the Security) or that is otherwise entitled to priority over the Borrower's ’s obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such a Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such that Lender and the setoff set-off of resulting amounts owing by the Obligors and to the Obligors, or (Div) any payment to which such a Lender is entitled as a result of any form of credit protection obtained by such that Lender. (b2) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff set-off and counterclaim and similar rights of Lenders with respect to such that participation as fully as if such the Lender were a direct creditor of each Obligor in the amount of such the participation.

Direct Payments. (a1) If any Lender, by exercising any right of setoff set-off or counterclaim or otherwise, obtains any payment or other reduction that might result in such that Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon on them or other Obligations and Other Secured Obligations greater than its pro rata share thereof of them as provided hereinin this Agreement, then the Lender receiving such the payment or other reduction shall (a) notify the Agent of such that fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of and Other Secured Obligations owing to the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such those payments shall be shared by the Lenders and others to whom Other Secured Obligations are owed rateably in accordance with the aggregate amount of principal of Obligations and accrued interest on their respective Advances and other amounts Other Secured Obligations owing to them, provided that: (ia) if any such participations are participation is purchased and all or any portion of the payment giving rise thereto to it is recovered, such participations the participation shall be rescinded and the purchase price restored to the extent of such the recovery, without interest, (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or (Bii) 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment (including a payment in respect of Other Secured Obligations) made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower Borrowers to such a Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien (other than the Security) or that is otherwise entitled to priority over the Borrower's Borrowers’ obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such a Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such that Lender and the setoff set-off of resulting amounts owing by the Obligors and to the Obligors, or (Div) any payment to which such a Lender is entitled as a result of any form of credit protection obtained by such that Lender. (b2) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff set-off and counterclaim and similar rights of Lenders with respect to such that participation as fully as if such the Lender were a direct creditor of each Obligor in the amount of such the participation.

Direct Payments. (a) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement (B) any payment obtained by the Swingline Lender in respect of any Swingline Advance or (BC) 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iii) the provisions of this Section shall not be construed to apply to (A) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower Borrowers to such Lender that do not arise under or in connection with the Loan Documents, (B) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's Borrowers’ obligations under or in connection with the Loan Documents, (C) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (D) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Direct Payments. (a1) If any Lender, by exercising any right of setoff set-off or counterclaim or otherwise, obtains any payment or other reduction that might result in such that Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon on them or other Obligations and Other Secured Obligations greater than its pro rata share thereof of them as provided hereinin this Agreement, then the Lender receiving such the payment or other reduction shall (ax) notify the Agent of such that fact, and (by) purchase (for cash at face value) participations in the Advances and such other Obligations of and Other Secured Obligations owing to the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such those payments shall be shared by the Lenders and others to whom Other Secured Obligations are owed rateably in accordance with the aggregate amount of principal of Obligations and accrued interest on their respective Advances and other amounts Other Secured Obligations owing to them, provided that: (ia) if any such participations are participation is purchased and all or any portion of the payment giving rise thereto to it is recovered, such participations the participation shall be rescinded and the purchase price restored to the extent of such the recovery, without interest,; (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by any Obligor 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) or (Bii) 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment (including a payment in respect of Other Secured Obligations) made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such a Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien (other than the Security) or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such a Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such that Lender and the setoff set-off of resulting amounts owing by the Obligors and to the Obligors, or (Div) any payment to which such a Lender is entitled as a result of any form of credit protection obtained by such that Lender. (b2) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff set-off and counterclaim and similar rights of Lenders with respect to such that participation as fully as if such the Lender were a direct creditor of each Obligor in the amount of such the participation.

Direct Payments. (a) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iii) the provisions of this Section shall not be construed to apply to (A) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower Borrowers to such Lender that do not arise under or in connection with the Loan Documents, (B) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's Borrowers' obligations under or in connection with the Loan Documents, (C) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (D) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (b) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Obligor in the amount of such participation.

Direct Payments. (a1) If any Lender, by exercising any right of setoff set-off or counterclaim or otherwise, obtains any payment or other reduction that might result in such that Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon on them or other Obligations and Other Guaranteed Obligations greater than its pro rata share thereof of them as provided hereinin this Agreement, then the Lender receiving such the payment or other reduction shall (a) notify the Agent of such that fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of and Other Guaranteed Obligations owing to the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such those payments shall be shared by the Lenders and others to whom Other Guaranteed Obligations are owed rateably in accordance with the aggregate amount of principal of Obligations and accrued interest on their respective Advances and other amounts Other Guaranteed Obligations owing to them, provided that: (ia) if any such participations are participation is purchased and all or any portion of the payment giving rise thereto to it is recovered, such participations the participation shall be rescinded and the purchase price restored to the extent of such the recovery, without interest, (iib) the provisions of this Section shall not be construed to apply to (Ai) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or (Bii) 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, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and (iiic) the provisions of this Section shall not be construed to apply to (Ai) any payment (including a payment in respect of Other Guaranteed Obligations) made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower Borrowers to such a Lender that do not arise under or in connection with the Loan Documents, (Bii) any payment made in respect of an obligation that is secured by a Permitted Lien (other than the Security) or that is otherwise entitled to priority over the Borrower's Borrowers’ obligations under or in connection with the Loan Documents, (Ciii) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such a Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such that Lender and the setoff set-off of resulting amounts owing by the Obligors and to the Obligors, or (Div) any payment to which such a Lender is entitled as a result of any form of credit protection obtained by such that Lender. (b2) The Obligors consent to the foregoing and agree, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Obligor rights of setoff set-off and counterclaim and similar rights of Lenders with respect to such that participation as fully as if such the Lender were a direct creditor of each Obligor in the amount of such the participation.