Common use of Sharing Payments Clause in Contracts

Sharing Payments. (a) To the extent permitted by applicable Law and hereunder, the Company shall make Sharing Payments out of funds or property legally available therefor in such amounts and on such terms set forth in this Section 4.02; provided that, the Company shall not make a Sharing Payment (i) at any time when a Member has not received all of the Tax Distributions to which it is entitled or (ii) when the Company, in its reasonable discretion, determines that making a Sharing Payment could compromise its ability to make in full the Tax Distributions with respect to the next Tax Distribution Date. Amounts paid pursuant to this Section 4.02 are intended to constitute “guaranteed payments” within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of computing the recipients’ Capital Accounts. (b) Following a Sharing Payment to a Member of a Group, the Managing Member shall reduce subsequent Distributions pursuant to Section 4.01(a) to which the Members of the other Group are otherwise entitled by an amount equal to the aggregate amount of the deductions that are specially allocated to such Members of the other Group with respect to such Sharing Payment, as determined pursuant to Section 5.03(h). Such reduction in Distributions shall be given effect with respect to the earliest Distributions made pursuant to Section 4.01(a) following the payment of the Sharing Payment. If (i) a transferee is treated as acquiring a Member’s Company Interest pursuant to an Exchange in accordance with the Exchange Agreement and, after such Exchange, such Member continues to hold one or more Common Units, and (ii) such transferring Member has not yet suffered all of the reduction in its Distributions required by this Section 4.02(b), such reduction in Distributions shall apply solely with respect to such Member’s retained Units and shall not apply with respect to the Exchanged Units; provided, that if a Member makes a contribution to the Company pursuant to Section 5.01(d), Distributions to such Member shall not be reduced by this Section 4.02(b) by the amount of such contribution. (c) The Sharing Payment due to a Member shall be paid within 10 days of the relevant Determination Date (as defined in the Tax Matters Agreement).

Sharing Payments. (a) To Except as otherwise provided in paragraphs (b) and (d) below, prior to Collateral Agent's receipt of a Default Notice relating to a Material Event of Default, each Secured Party shall be entitled to receive payments on account of its Secured Debt in accordance with the extent permitted by applicable Law present tenor of the Transaction Documents evidencing its Secured Debt, but not optional pre-payments or payments after acceleration of the maturity of such Secured Debt; provided, however, that the Revolver Banks shall be entitled to receive and hereunderretain (and, the Company shall make Sharing Payments out of funds or property legally available therefor in such amounts and on such terms set forth in this subject to Section 4.02; provided that10(g), the Company shall not make a Sharing Payment be required to share) payments or pre-payments that are made to the Revolver Banks with respect to Secured Debt owing under the Revolver Bank Documents (i) at any time when a Member has not received all for so long as the Revolver Commitments of the Tax Distributions to which it is entitled or Revolver Banks have not been terminated, and (ii) when in any case (prior to acceleration of amounts owing under the CompanyRevolver Credit Agreement), in its reasonable discretion, determines that making a Sharing Payment could compromise its ability to make in full the Tax Distributions with respect to the next Tax Distribution Date. Amounts paid pursuant to this Section 4.02 are intended to constitute “guaranteed payments” within extent the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of computing the recipients’ Capital AccountsRevolver Banks' Actual Principal Outstanding Amount is greater than their Adjusted Principal Outstanding Amount. (b) Following If, prior to Collateral Agent's receipt of a Sharing Payment Default Notice relating to a Member Material Event of a GroupDefault, any Secured Party shall receive any Guarantor Payments, Realization Proceeds, Setoff Proceeds, Insurance Proceeds that are not required to be turned over to the Managing Member shall reduce subsequent Distributions pursuant Obligors, optional prepayments (except as provided in the proviso to Section 4.01(a7(a)) to which the Members or payments due after acceleration of the maturity of such Secured Debt other Group are otherwise entitled by an than from the Collateral Agent, such Secured Party shall promptly turn over such payments to Collateral Agent, which shall promptly distribute such payments to all of the Secured Parties, in accordance with their respective Percentages of the amount equal of such payments for application to the aggregate amount of the deductions that are specially allocated Secured Debt owing to such Members of the other Group with respect to such Sharing Payment, as determined pursuant to Section 5.03(h). Such reduction in Distributions shall be given effect with respect to the earliest Distributions made pursuant to Section 4.01(a) following the payment of the Sharing Payment. If (i) a transferee is treated as acquiring a Member’s Company Interest pursuant to an Exchange each Secured Party in accordance with the Exchange Agreement and, after such Exchange, such Member continues to hold one or more Common Units, and (ii) such transferring Member has not yet suffered all terms of the reduction in its Distributions required by this Section 4.02(b), such reduction in Distributions shall apply solely with respect to such Member’s retained Units and shall not apply with respect to the Exchanged Units; provided, that if a Member makes a contribution to the Company pursuant to Section 5.01(d), Distributions to such Member shall not be reduced by this Section 4.02(b) by the amount of such contributionTransaction Documents. (c) The Sharing Payment due to a Member shall be paid within 10 days of the relevant Determination Date (as defined in the Tax Matters Agreement).

Sharing Payments. (a) To the extent permitted by applicable Law and hereunder, the Company shall make Sharing Payments out of funds or property legally available therefor in such amounts and on such terms set forth in this Section 4.02; ‎Section 4.02; provided that, the Company shall not make a Sharing Payment (i) at any time when a Member has not received all of the Tax Distributions to which it is entitled or (ii) when the Company, in its reasonable discretion, determines that making a Sharing Payment could compromise its ability to make in full the Tax Distributions with respect to the next Tax Distribution Date. Amounts paid pursuant to this Section ‎Section 4.02 are intended to constitute “guaranteed payments” within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of computing the recipients’ Capital Accounts. (b) Following a Sharing Payment to a Member of a Group, the Managing Member shall reduce subsequent Distributions pursuant to Section ‎Section 4.01(a) to which the Members of the other Group are otherwise entitled by an amount equal to the aggregate amount of the deductions that are specially allocated to such Members of the other Group with respect to such Sharing Payment, as determined pursuant to Section ‎Section 5.03(h). Such reduction in Distributions shall be given effect with respect to the earliest Distributions made pursuant to Section ‎Section 4.01(a) following the payment of the Sharing Payment. If (i) a transferee is treated as acquiring a Member’s Company Interest pursuant to an Exchange in accordance with the Exchange Agreement and, after such Exchange, such Member continues to hold one or more Common Units, and (ii) such transferring Member has not yet suffered all of the reduction in its Distributions required by this Section ‎Section 4.02(b), such reduction in Distributions shall apply solely with respect to such Member’s retained Units and shall not apply with respect to the Exchanged Units; Units; provided, that if a Member makes a contribution to the Company pursuant to Section ‎Section 5.01(d), Distributions to such Member shall not be reduced by this Section ‎Section 4.02(b) by the amount of such contribution. (c) The Sharing Payment due to a Member shall be paid within 10 days of the relevant Determination Date (as defined in the Tax Matters Agreement).