Common use of Receipt of Payments other than Borrowings Clause in Contracts

Receipt of Payments other than Borrowings. Notwithstanding anything contained in this Section 12.11, there shall not be taken into account, for the purposes of computing any amount payable to any Lender pursuant to this Section 12.11, any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents; provided that, if at any time after delivery of an Acceleration Notice or the occurrence of an Event of Default under Section 9.1(b) or 9.1(c), a Lender receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of monies owing or payable to it by the Borrower in respect of liabilities of the Borrower arising under the Loan Documents, such Lender shall purchase portions of the Borrowings made available by the other Lenders which remain outstanding to the extent required so that, to the extent possible, the amount of Outstandings owed to each Lender after giving effect to such purchase and any adjustments made pursuant to Sections 12.11(a) and 12.11(b) will be in the same proportion as the amount of Outstandings owed to such Lender is of the amount of Outstandings owed to all Lenders as of the date of delivery of such Acceleration Notice or occurrence of such Event of Default, as applicable.

Receipt of Payments other than Borrowings. Notwithstanding anything contained in this Section 12.11, there shall not be taken into account, for the purposes of computing any amount payable to any Lender pursuant to this Section 12.11, any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents; provided that, if at any time after delivery of an Acceleration Notice or the occurrence of an Event of Default under Section 9.1(b) or 9.1(c), a Lender receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of monies owing or payable to it by the Borrower in respect of liabilities of the Borrower arising under the Loan Documents, such Lender shall purchase portions of the Borrowings made available by the other Lenders which remain outstanding to the extent required so that, to the extent possible, the amount of Outstandings owed to each Lender after giving effect to such purchase and any adjustments made pursuant to Sections 12.11(a) and 12.11(b) will be in the same proportion as the amount of Outstandings owed to such Lender is of the amount of Outstandings owed to all Lenders as of the date of delivery of such Acceleration Notice or occurrence of such Event of Default, as applicableapplicable (subject to adjustment as required to reflect any Conversion of Swing Line Borrowings to Syndicated Borrowings pursuant to Section 3.13(h)).