Collection and Distribution. 8.4.1 Except as otherwise provided in this Article or any applicable Agency Agreement, Senior Lenders collectively, acting through Administrative Agent, shall be entitled from time to time to a share of all payments of principal, interest, and other amounts received in respect of the Senior Obligations, as well as the net proceeds from all Collateral. With respect to any such sums payable to Senior Lenders (through Administrative Agent) subject to the terms of any applicable Agency Agreement, each individual Senior Lender shall be entitled at any particular time to: (i) its Pro Rata Share of all principal payments allocable to the Senior Loan to which any voluntary or mandatory payments or prepayments are to be applied; (ii) its Pro Rata Share of interest paid with respect to the Senior Loan; (iii) its Pro Rata Share of all net proceeds and other amounts received from the Collateral following acceleration of the Loans and allocable to the Senior Loan; and (iv) its Pro Rata Share of all other amounts received in respect of the Senior Obligations. 8.4.2 Notwithstanding the provisions of SECTION 8.4.1, above, except to the extent expressly provided in any applicable Agency Agreement, no other Senior Lender shall be entitled to any share of: (i) any and all agency, advisory, administrative or other fees payable to Administrative Agent or its Affiliates pursuant to the fee letter agreements, if any, between Borrower and Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG New York Branch, or their Affiliates, executed in conjunction with the Loan, as the same may be supplemented, modified, amended, restated or replaced from time to time; and (ii) any payment, reimbursement or other indemnity to Administrative Agent or any other indemnified person under this Agreement or any other Loan Document with respect to any claims, liabilities, losses or expenses not theretofore funded by the claiming Senior Lender(s). Furthermore, except as otherwise provided in this Article and in any applicable Agency Agreement, any payment received in respect of Borrower's obligation (if any) to reimburse the Senior Lenders for certain increased costs and reduced receipts under SECTION 2.5.1 of this Agreement, as well as any net proceeds from Collateral to be applied to such Obligations, shall be shared by the Senior Lenders in proportion to their respective increased costs and reduced receipts. 8.4.3 Except as otherwise provided in this Article, Collateral Agent shall receive all payments of principal, interest, and other distributable amounts in respect of the Obligations, all net proceeds realized from the Collateral and all amounts received by the Holders and delivered to Collateral Agent pursuant to the provisions of this Article and any applicable Agency Agreement, and Collateral Agent shall hold each such amount in an account for the benefit of all of the Holders until distributed to Administrative Agent (for distribution to Senior Lenders provided herein) and Purchaser. As soon as practicable after each such receipt from Collateral Agent, Administrative Agent shall determine the respective amounts to be distributed and promptly thereafter shall credit to itself the amount to which it is entitled and wire the amounts to which the other Senior Lenders are entitled to them in accordance with such subsequent written instruction as a Senior Lender from time to time may deliver to Administrative Agent.
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Collection and Distribution. 8.4.1 (a) Except as otherwise provided in this Article or any applicable Agency AgreementArticle, Senior Lenders collectively, acting through Administrative Agent, each Bank shall be entitled from time to time to a share of all payments of principal, interest, commitment and other fees and other amounts received in respect of the Senior Loan Obligations, as well as the net proceeds from all Loan Collateral. With respect to any such sums payable to Senior Lenders (through Administrative Agent) subject to the terms of any applicable Agency Agreement, each individual Senior Lender shall be entitled which share for a particular Bank at any particular time toshall be: (i) its Pro Rata Share of all principal payments allocable to on the Senior Loan Revolving Credit Loans, Mortgage Loans or other Loans to which any voluntary or mandatory payments or prepayments are to be applied; (ii) its Pro Rata Share of interest paid with respect on the Revolving Credit Loans, Mortgage Loans or other Loans to which the Senior Loanpayments relate, which shall be adjusted to reflect any rate differentials among the Banks so as to approximate the amounts that would have resulted from direct ▇▇▇▇▇▇▇▇; (iii) its Committed Share of the Commitment Fee and other fees respecting Loans in which it shares; (iv) its Pro Rata Share of all net proceeds and other amounts received from the Loan Collateral following acceleration of the Loans and allocable to the Senior Loan; and (ivv) its Pro Rata Share of all other amounts received in respect of the Senior Loan Obligations.
8.4.2 (b) Notwithstanding the provisions of SECTION 8.4.1, subsection (a) above, except to the extent expressly provided in any applicable Agency Agreement, no other Senior Lender Bank shall be entitled to any share of: (i) any and all agencyamount that may be directly billed in accordance with Section 9.05 hereof, advisory, administrative or other fees payable to Administrative Agent or its Affiliates pursuant subject to the fee letter agreements, if any, between Borrower terms and Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG New York Branch, or their Affiliates, executed in conjunction with the Loan, as the same may be supplemented, modified, amended, restated or replaced from time to timeprovisions of such Section; and (ii) any payment, reimbursement or other indemnity to the Administrative Agent or any other indemnified person under this Agreement or any other Loan Document Instrument with respect to any claims, liabilities, losses or expenses not theretofore funded by the claiming Senior Lender(sBank(s); (iii) any administrative or other fees payable to the Administrative Agent in accordance with Section 2.06 or 10.13(b) of this Agreement or pursuant to a separate writing agreement between the Administrative Agent and the Borrowers; (iv) any payment under or other right respecting any Independent Transaction (as defined in Section 9.17(b) hereof); (v) any payment to any Fronting Bank of any and all customary fees (other than the Letter of Credit Fee), commissions and/or charges of the Fronting Bank for any increase, extension, renewal, amendment or transfer of any, of its Letter of Credit and any fees or other charges of any other issuer or any participant, correspondent, confirming bank, custodian or designee of the Fronting Bank or other issuer involved with the Letter of Credit; or (vi) any exercise by a Bank or its affiliates of their respective rights of setoff or banker's Lien with respect to an Independent Transaction against any general deposits, assets and properties (other than Loan Collateral) of any Borrower or any other Person. Furthermore, except as otherwise provided in this Article and in any applicable Agency AgreementArticle, any payment received in respect of Borrower's the obligation (if any) of the Borrowers to reimburse the Senior Lenders Banks for certain increased costs and reduced receipts under SECTION 2.5.1 Section 2.04 of this Agreement, as well as any net proceeds from Loan Collateral to be applied to such Loan Obligations, shall be shared by the Senior Lenders Banks in proportion to their respective increased costs and reduced receipts.
8.4.3 (c) Except as otherwise provided in this Article, Collateral the Administrative Agent shall receive all payments of principal, interest, principal and other distributable amounts in respect of the Loan Obligations, all net proceeds realized from the Loan Collateral and all amounts received by the Holders Banks and delivered to Collateral the Administrative Agent pursuant to the provisions of this Article and any applicable Agency AgreementArticle, and Collateral the Administrative Agent shall hold each such amount in an account for the benefit of all of the Holders Banks until distributed to Administrative Agent (for distribution to Senior Lenders provided herein) and Purchaseras hereinafter provided. As soon as practicable after each such receipt from Collateral Agentreceipt, the Administrative Agent shall determine the respective amounts to be distributed and promptly thereafter shall credit to itself the amount to which it is entitled and wire the amounts to which the other Senior Lenders Banks are entitled to them in accordance with the instructions annexed as Exhibit F hereto, or in accordance with such subsequent written instruction (in substantially the same form) as a Senior Lender Bank from time to time may deliver to the Administrative Agent.
(d) Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Banks hereunder that the Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrowers have made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrowers shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.
(e) Each Bank agrees that if it shall receive or otherwise obtain any Excess Amount in any Payment Event (as such terms are hereinafter defined), such Bank (the "Receiving Bank"): (i) shall (except as otherwise permitted by this Article) receive and hold such Excess Amount in trust for the benefit of all of the Banks and promptly deliver such Excess Amount to the Administrative Agent; and (ii) shall in all other cases be deemed (simultaneously with such Payment Event) to have purchased from each other Bank (a "Selling Bank") at face value, and shall promptly pay to each Selling Bank the purchase price for, a participation in the Revolving Credit Loans, Mortgage Loans or Letter of Credit, as applicable, in the amount(s) necessary so that the Pro Rata Shares of the Receiving Bank and each Selling Bank with respect thereto (taking into account such participations as if they were assignments) are maintained at the same percentage after such Payment Event as they were before such Payment Event. If any such participation shall be purchased pursuant to this subsection by a Receiving Bank and a Selling Bank shall thereafter recover, receive or otherwise obtain from or in respect of any Borrower any Excess Amount when compared to the Receiving Bank, such participation shall be deemed to have been repurchased by the Selling Bank at face value to the extent of such later Excess Amount allocable to the Receiving Bank, without interest, and if the Excess Amount so recovered, received or otherwise obtained by such Selling Bank exceeds the amount necessary to restore the Banks' respective Pro Rata Shares then such excess itself shall be treated as an Excess Amount under this subsection. Each Borrower expressly consents to the foregoing arrangements and agrees that any Bank holding a participation in a Revolving Credit Loan, Mortgage Loans or Letter of Credit deemed to have been so purchased may exercise any and all rights of banker's Lien, set off or counterclaim with respect to any and all moneys owing by such Borrower to such Bank by reason thereof as fully as if such Bank had made a Revolving Credit Loan or Mortgage Loans or issued a Letter of Credit as applicable, directly to such Borrower in the amount of such participation. "Excess Amount" shall mean the amount by which: (A) any payment or amount received or otherwise obtained by any Bank in respect of any Revolving Credit Loans, Mortgage Loans or Letter of Credit, whether voluntary, involuntary, through the exercise of any right of setoff, banker's Lien, counterclaim or otherwise, or pursuant to any secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise (any of which may be referred to as a "Payment Event"), exceeds (B) the portion of such payment or amount that would have maintained such Bank's Pro Rata Share of the Revolving Credit Loans, Mortgage Loans or Letters of Credit at the same percentage after such Payment Event as it was before such Payment Event; provided, however that Excess Amount shall not include any amount that a Bank (l) is expressly permitted to receive and retain hereunder, (2) receives from the assignment of or sale of a participation in any Revolving Credit Loans, Mortgage Loans or Letter of Credit to anyone other than any Borrower or its affiliates, or (3) receives or otherwise obtains in any Independent Transaction.
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