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

Receipt of Payments other than Borrowings. Notwithstanding anything contained in this Section 11.11, there shall not be taken into account for the purposes of computing any amount payable to a Lender, Operating Lender or Swap Lender pursuant to this Section 11.11, any amount which such 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 a Loan Party to such Lender other than on account of Term Indebtedness, Operating Indebtedness or Swap Indebtedness; provided that, if at any time a Lender, Operating Lender or Swap 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 a Loan Party in respect of liabilities of a Loan Party under Term Indebtedness, Operating Indebtedness or Swap Indebtedness, such payments will be applied in accordance with Section 9.4; provided further that the provisions of this Section 11.11(c) shall not apply to a Swap Lender which sets off amounts owing by a Loan Party to such Swap Lender under a Swap Agreement against amounts owing by such Swap Lender (including, for clarity, its Affiliates) to a Loan Party under any Swap Agreement entered into between such parties. To the extent that a Swap Agreement is entered into by an Affiliate of a Lender or the Operating Lender, that Lender or the Operating Lender, as the case may be, shall cause such Affiliate to comply with the provisions of Section 9.4 and this Section 11.11, and such obligation shall survive such Lender (at any time after any such Swap Agreement was entered into) ceasing to be a Lender hereunder or the Operating Lender ceasing to be the Operating Lender hereunder, as the case may be.

Receipt of Payments other than Borrowings. Notwithstanding anything contained in this Section 11.1112.18, there shall not be taken into account for the purposes of computing any amount payable to a Lender, Operating Swap Lender, Cash Management Lender or Swap Creditcard Lender pursuant to this Section 11.1112.18, any amount which such Lender, Swap Lender, Cash Management Lender or Creditcard 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 a Loan Party to such Lender, Swap Lender, Cash Management Lender or Creditcard Lender other than on account of Term Syndicated Borrowings, Operating Borrowings, Swap Indebtedness, Operating Indebtedness or Swap IndebtednessCash Management Obligations and Creditcard Obligations; provided that, if at any time a Lender, Operating Swap Lender, Cash Management Lender or Swap Creditcard 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 a Loan Party in respect of liabilities of a Loan Party under Term Syndicated Borrowings, Operating Borrowings, Swap Indebtedness, Operating Indebtedness Cash Management Obligations or Swap IndebtednessCreditcard Obligations, such payments will be applied in accordance with Section 9.410.7; provided further that the provisions of this Section 11.11(c12.18(c) shall not apply to to: (i) a Swap Lender which sets off amounts owing by a Loan Party to such Swap Lender under a Permitted Swap Agreement against amounts owing by such Swap Lender (including, for clarity, its Affiliates) to a Loan Party under any Permitted Swap Agreement entered into between such parties; (ii) a Swap Lender which sets off amounts owing by a Loan Party to such Swap Lender under a Lender Swap (other than a Permitted Swap) against amounts owing by such Swap Lender (including, for clarity, its Affiliates) to a Loan Party under any Lender Swap (other than a Permitted Swap) entered into between such parties; or (iii) a Cash Management Lender which sets off amounts owing by a Loan Party to such Cash Management Lender in respect of Cash Management Services against amounts owing by such Cash Management Lender to such Loan Party or any other Loan Party by reason of the provision of such Cash Management Services and in accordance with the provisions of the Bilateral Financial Services Agreements related thereto. To the extent that a Swap Agreement Lender Swap, Cash Management Service or Creditcard Facility is entered into by an Affiliate of a Lender or the Operating Lender, that Lender or the Operating Lender, as the case may be, shall cause such Affiliate to comply with the provisions of Section 9.4 and this Section 11.1112.18, and such obligation shall survive such Lender (at any time after any such Swap Agreement Lender Swap, Cash Management Service or Creditcard Facility was entered into) ceasing to be a Lender hereunder or the Operating Lender ceasing to be the Operating Lender hereunder, as the case may be.

Receipt of Payments other than Borrowings. Notwithstanding anything contained in this Section 11.1112.18, there shall not be taken into account for the purposes of computing any amount payable to a Lender, Operating Swap Lender, Cash Management Lender or Swap Creditcard Lender pursuant to this Section 11.1112.18, any amount which such Lender, Swap Lender, Cash Management Lender or Creditcard 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 a Loan Party to such Lender, Swap Lender, Cash Management Lender or Creditcard Lender other than on account of Term Syndicated Borrowings, Operating Borrowings, Swap Indebtedness, Operating Indebtedness or Swap IndebtednessCash Management Obligations and Creditcard Obligations; provided that, if at any time a Lender, Operating Swap Lender, Cash Management Lender or Swap Creditcard 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 a Loan Party in respect of liabilities of a Loan Party under Term Syndicated Borrowings, Operating Borrowings, Swap Indebtedness, Operating Indebtedness Cash Management Obligations or Swap IndebtednessCreditcard Obligations, such payments will be applied in accordance with Section 9.410.7; provided further that the provisions of this Section 11.11(c12.18(c) shall not apply to to: (i) a Swap Lender which sets off amounts owing by a Loan Party to such Swap Lender under a Permitted Swap Agreement against amounts owing by such Swap Lender (including, for clarity, its Affiliates) to a Loan Party under any Permitted Swap Agreement entered into between such parties; (ii) a Swap Lender which sets off amounts owing by a Loan Party to such Swap Lender under a Lender Swap (other than a Permitted Swap) against amounts owing by such Swap Lender (including, for clarity, its Affiliates) to a Loan Party under any Lender Swap (other than a Permitted Swap) entered into between such parties; or 9617679.9 111 (iii) a Cash Management Lender which sets off amounts owing by a Loan Party to such Cash Management Lender in respect of Cash Management Services against amounts owing by such Cash Management Lender to such Loan Party or any other Loan Party by reason of the provision of such Cash Management Services and in accordance with the provisions of the Bilateral Financial Services Agreements related thereto. To the extent that a Swap Agreement Lender Swap, Cash Management Service or Creditcard Facility is entered into by an Affiliate of a Lender or the Operating Lender, that Lender or the Operating Lender, as the case may be, shall cause such Affiliate to comply with the provisions of Section 9.4 and this Section 11.1112.18, and such obligation shall survive such Lender (at any time after any such Swap Agreement Lender Swap, Cash Management Service or Creditcard Facility was entered into) ceasing to be a Lender hereunder or the Operating Lender ceasing to be the Operating Lender hereunder, as the case may be.