Common use of Sharing of Payments by Purchasers Clause in Contracts

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Note resulting in such Purchaser receiving a greater proportion of the aggregate amount of the Notes and accrued interest thereon then due than the proportion received by any other Purchaser, then, unless otherwise agreed in writing by the Purchasers, the Purchaser receiving such greater proportion shall purchase (for cash at face value) participations in the Notes of other Purchasers to the extent necessary so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Note; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.10(d) shall not be construed to apply to any payment made by the applicable Issuer pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee or Participant, other than to the Company or any Affiliate thereof (as to which the provisions of this Section 2.10(d) shall apply), provided further that no Purchaser shall be required to purchase a participation from a Purchaser rejecting its option to receive prepayments under Section 2.05(b) to the extent disproportionality results from the rejecting Purchaser’s election under Section 2.05(b). Each Note Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Note Party rights of setoff and counterclaim with respect to, and to the extent of, such participation as fully as if such Purchaser were a direct creditor of such Note Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Note resulting in such Purchaser receiving a greater proportion of the aggregate amount of the Notes and accrued interest thereon then due than the proportion received by any other Purchaser, then, unless otherwise agreed in writing by the Purchasers, the Purchaser receiving such greater proportion shall purchase (for cash at face value) participations in the Notes of other Purchasers to the extent necessary so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Note; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.10(d2.11(d) shall not be construed to apply to any payment made by the applicable Issuer pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee or Participant, other than to the Company or any Affiliate thereof (as to which the provisions of this Section 2.10(d2.11(d) shall apply), provided further that no Purchaser shall be required to purchase a participation from a Purchaser rejecting its option to receive prepayments under Section 2.05(b2.06(b) to the extent disproportionality results from the rejecting Purchaser’s election under Section 2.05(b2.06(b). Each Note Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Note Party rights of setoff and counterclaim with respect to, and to the extent of, such participation as fully as if such Purchaser were a direct creditor of such Note Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or setoff, counterclaim or otherwisebanker’s lien or any other right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment or recover any amount in respect of any principal of or interest on any of its Note Investments or Capital or other obligations hereunder resulting in such Purchaser Purchaser’s receiving payment of a greater proportion of the aggregate amount of the Notes its Capital and accrued interest Yield thereon then due or other such obligations greater than the proportion received by any other Purchaserpro-rata share of the amount such Purchaser is entitled thereto, then, unless otherwise agreed in writing by the Purchasers, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Notes Investments (and related Capital) and such other obligations of the other Purchasers to the extent necessary Purchasers, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal Capital of and accrued interest Yield on their respective Note; Investments and other amounts owing them, provided that that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Purchaser or the holder making such purchase; and (ii) the provisions of this Section 2.10(d) 3.03 shall not be construed to apply to (x) any payment made by the applicable Issuer Seller-Related Parties pursuant to and in accordance with the express terms of this Agreement the Transaction Documents (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee or Participant, other than to the Company or any Affiliate thereof (as to which the provisions of this Section 2.10(d) shall apply), provided further that no Purchaser shall be required to purchase a participation from a Purchaser rejecting its option to receive prepayments under Section 2.05(b) to the extent disproportionality results from the rejecting Purchaser’s election under Section 2.05(b)Capital. Each Note Seller-Related Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Note each Seller-Related Party rights of setoff and counterclaim with respect to, and to the extent of, such participation as fully as if such Purchaser were a direct creditor of such Note each Seller- Related Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on its portion of any of its Note or prepayment premium or exit fee in connection therewith resulting in such Purchaser Purchaser’s receiving payment of a greater proportion of the aggregate amount of the Notes Note and accrued interest thereon and prepayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then due than such Purchaser shall (a) notify the proportion received by any other Purchaser, then, unless otherwise agreed in writing by the Purchasers, the Purchaser receiving Purchasers of such greater proportion shall fact and (b) purchase (for cash at face value) participations in , but without recourse, ratably from each of the other Purchasers such amount of the Notes of held by each such other Purchasers to the extent necessary Purchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of and of, accrued interest on and prepayment premium or exit fees in connection with their respective Noteportions of the Notes and other amounts owing them; provided that provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest, ; and (ii) the provisions of this Section 2.10(d) 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the applicable Issuer Issuers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its portion of the Notes to any assignee or Participantassignee, other than an assignment to the Company Parent or any Affiliate thereof Subsidiary (as to which the provisions of this Section 2.10(d) shall apply), provided further that no Purchaser shall be required to purchase a participation from a Purchaser rejecting its option to receive prepayments under Section 2.05(b) to the extent disproportionality results from the rejecting Purchaser’s election under Section 2.05(b). Each Note Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Note Party rights of setoff and counterclaim with respect to, and to the extent of, such participation as fully as if such Purchaser were a direct creditor of such Note Party in the amount of such participation.41 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 2.15

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on its portion of any of its Note resulting in such Purchaser Purchaser’s receiving payment of a greater proportion of the aggregate amount of the Notes Note and accrued interest thereon greater than its pro rata share thereof as provided herein, then due than such Purchaser shall (a) notify the proportion received by any other Purchaser, then, unless otherwise agreed in writing by the Purchasers, the Purchaser receiving Purchasers of such greater proportion shall fact and (b) purchase (for cash at face value) participations in , but without recourse, ratably from each of the other Purchasers such amount of the Notes of held by each such other Purchasers to the extent necessary Purchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Noteportions of the Notes and other amounts owing them; provided that provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest, ; and (ii) the provisions of this Section 2.10(d) 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the applicable Issuer pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its portion of the Notes to any assignee or Participantassignee, other than an assignment to the Company Issuer or any Affiliate thereof Subsidiary (as to which the provisions of this Section 2.10(d) shall apply), provided further that no Purchaser shall be required to purchase a participation from a Purchaser rejecting its option to receive prepayments under Section 2.05(b) to the extent disproportionality results from the rejecting Purchaser’s election under Section 2.05(b). Each Note Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Note Party rights of setoff and counterclaim with respect to, and to the extent of, such participation as fully as if such Purchaser were a direct creditor of such Note Party in the amount of such participationARTICLE III TAXES 3.