Common use of Repayment of Default Loans Clause in Contracts

Repayment of Default Loans. The Purchase Price shall be offset at the closing of such purchase by the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Member to the selling Member. Such Default Loan(s) (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If the Purchase Price is insufficient to fully offset the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Member to the selling Member, then the portion of any such Default Loan(s) (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.06. Also, notwithstanding any provision of this Agreement to the contrary, the unpaid balance of any and all Default Loan(s) (including all outstanding principal amounts thereof and all accrued, unpaid interest thereon) made by the selling Member to the buying Member shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.06.

Repayment of Default Loans. The Defaulting Member's Purchase Price shall be offset at the closing of such purchase by the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Non-Defaulting Member to the selling Defaulting Member. Such Default Loan(s) (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If the Defaulting Member's Purchase Price is insufficient to fully offset the then unpaid principal balance of any and all Default Loan(s) Loans (together with all accrued, unpaid interest thereon) made by the buying Non-Defaulting Member to the selling Defaulting Member, then the portion of any such Default Loan(s) (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.067.06. Also, notwithstanding any other provision of this Agreement to the contraryAgreement, the unpaid balance of any and all Default Loan(s) (including all outstanding principal amounts thereof and all accrued, unpaid interest thereon) made by the selling Defaulting Member to the buying Non-Defaulting Member shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.06.7.06. 1116763.08/OC 373745-00002/0-0-00/pdo/agt 32 54430-10898/2652216.4

Repayment of Default Loans. The Defaulting Member's Purchase Price shall be offset at the closing of such purchase by the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Non-Defaulting Member to the selling Defaulting Member. Such Default Loan(s) (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If the Defaulting Member's Purchase Price is insufficient to fully offset the then unpaid principal balance of any and all Default Loan(s) Loans (together with all accrued, unpaid interest thereon) made by the buying Non-Defaulting Member to the selling Defaulting Member, then the portion of any such Default Loan(s) (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.067.06. Also, notwithstanding any other provision of this Agreement to the contraryAgreement, the unpaid balance of any and all Default Loan(s) (including all outstanding principal amounts thereof and all accrued, unpaid interest thereon) made by the selling Defaulting Member to the buying Non-Defaulting Member shall be required to be paid by the Non-Defaulting Member at the closing referenced in Section 8.06.7.06. 7.10

Repayment of Default Loans. The Defaulting Member's Purchase Price shall be offset at the closing of such purchase by the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Non-Defaulting Member to the selling Defaulting Member. Such Default Loan(s) (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If the Defaulting Member's Purchase Price is insufficient to fully offset the then unpaid principal balance of any and all Default Loan(s) Loans (together with all accrued, unpaid interest thereon) made by the buying Non-Defaulting Member to the selling Defaulting Member, then the portion of any such Default Loan(s) (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.067.06. Also, notwithstanding any other provision of this Agreement to the contraryAgreement, the unpaid balance of any and all Default Loan(s) (including all outstanding principal amounts thereof and all accrued, unpaid interest thereon) made by the selling Defaulting Member to the buying Non-Defaulting Member shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.067.06.

Repayment of Default Loans. The Purchase Price shall be offset at the closing of such purchase by the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Member to the selling Member. Such Default Loan(s) (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If the Purchase Price is insufficient to fully offset the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Member to the selling Member, then the portion of any such Default Loan(s) (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.06. Also, notwithstanding any provision of this Agreement to the contrary, the unpaid balance of any and all Default Loan(s) (including all outstanding principal amounts thereof and all 1101801.21/OC 54430-10898/2568195.16 41 41 FINAL VERSION accrued, unpaid interest thereon) made by the selling Member to the buying Member shall be required to be paid by the Defaulting Member at the closing referenced in Section 8.06.

Repayment of Default Loans. The Purchase Price purchase price to be paid by the Non-Implementing Member to the Implementing Member and the SW Member pursuant to this Section 7.04 shall be offset at the closing of such purchase by the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Non-Implementing Member to the selling Implementing Member or the SW Member. Such Default Loan(s) (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If (i) the Purchase Price purchase price to be paid by the Non-Implementing Member to the Implementing Member or the SW Member is insufficient to fully offset the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Non-Implementing Member to the selling Implementing Member or the SW Member, and (ii) the Implementing Member and the SW Member will no longer have any Interest in the Company following the closing of any purchase and sale under this Section 7.04, then the portion of any such Default Loan(s) (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be required to be paid by the Defaulting Member due and payable in full at the closing referenced in of the purchase of such selling Member’s Interest pursuant to this Section 8.067.04. Also, notwithstanding any other provision of contained in this Agreement to the contraryAgreement, the unpaid principal balance of any and all Default Loan(s) (including all outstanding principal amounts thereof and together with all accrued, unpaid interest thereon) made by either the selling Implementing Member or the SW Member to the buying Non-Implementing Member shall be required to be paid by the Defaulting Member due and payable in full at the closing referenced of the purchase and sale pursuant to this Section 7.04 if the lending Member will have no remaining interest in Section 8.06the Company following such closing.

Repayment of Default Loans. The Buy/Sell Purchase Price to be paid by the buying Member for the Interest of each Selling Member shall be offset at the closing of such purchase by the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Member to the selling such Selling Member. Such Default Loan(s) (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If the Buy/Sell Purchase Price to be paid by the buying Member to either Selling Member is insufficient to fully offset the then unpaid principal balance of any and all Default Loan(s) (together with all accrued, unpaid interest thereon) made by the buying Member to the selling such Selling Member, then the portion of any such Default Loan(s) (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be required to be paid by the Defaulting Member due and payable in full at the closing referenced in Section 8.06of the purchase of such Selling Member’s Interest pursuant to this Article VIII. Also, notwithstanding any other provision of contained in this Agreement to the contraryAgreement, the unpaid principal balance of any and all Default Loan(s) (including all outstanding principal amounts thereof and together with all accrued, unpaid interest thereon) made by the selling either Selling Member to the buying Member shall be required to be paid by the Defaulting Member due and payable in full at the closing referenced in Section 8.06of the purchase of such Selling Member’s Interest pursuant to this Article VIII.