Common use of Derivative Payment Interest Clause in Contracts

Derivative Payment Interest. It is understood and agreed that, notwithstanding Participant’s right to request (but not require) settlement in the form of ADSs as set forth in Section 5, this Participation (i) shall constitute a relationship between Grantor and Participant as debtor and creditor with the right of Participant to receive payments in cash from Grantor, restricted to the extent of an amount equal to the relevant portion of any payments of cash actually received by Grantor from the Issuer or other obligor and subject to reduction as set forth herein, and such right shall take reference to, or shall be attributed to, the Grantor Interest as further provided in Section 5 below; and (ii) shall not constitute (A) a sale of a true participation or (B) a transfer of any rights or obligations under the Grantor Interest and Participant shall have no proprietary interest of any kind in the Grantor Interest, whether by way of beneficial ownership, referred to therein or relating thereto. It is further understood and accepted that no contractual relationship shall exist by reason of this Agreement between Issuer and any other party to the Purchase Agreement or the Underlying Instruments (other than Grantor pursuant to this Agreement) on the one hand and Participant on the other hand. Grantor shall not by virtue of the provisions of this Agreement be deemed to be, or otherwise become, an agent, nominee, trustee or fiduciary for Participant in respect of the Grantor Interest.

Derivative Payment Interest. It is understood and agreed that, notwithstanding Participant’s right to request (but not require) settlement in the form of ADSs as set forth in Section 5, this Participation (i) shall constitute a relationship between Grantor and Participant as debtor and creditor with the right of Participant to receive payments in cash from Grantor, restricted to the extent of an amount equal to the relevant portion of any payments of cash actually received by Grantor from the Issuer or other obligor and subject to reduction as set forth herein, and such right shall take reference to, or shall be Schedule I – Form of Amended Participation Agreement attributed to, the Grantor Interest as further provided in Section 5 below; and (ii) shall not constitute (A) a sale of a true participation or (B) a transfer of any rights or obligations under the Grantor Interest and Participant shall have no proprietary interest of any kind in the Grantor Interest, whether by way of beneficial ownership, referred to therein or relating thereto. It is further understood and accepted that no contractual relationship shall exist by reason of this Agreement between Issuer and any other party to the Purchase Agreement or the Underlying Instruments (other than Grantor pursuant to this Agreement) on the one hand and Participant on the other hand. Grantor shall not by virtue of the provisions of this Agreement be deemed to be, or otherwise become, an agent, nominee, trustee or fiduciary for Participant in respect of the Grantor Interest.