LIEN, SET-OFF, COUNTERCLAIM OR OTHERWISE AGAINST
ANY BORROWER OR OTHERWISE, OBTAIN PAYMENT OF A PORTION OF THE AGGREGATE
OBLIGATIONS OWED TO IT BY SUCH BORROWER WHICH, TAKING INTO ACCOUNT ALL
DISTRIBUTIONS MADE BY THE AGENT UNDER THIS AGREEMENT CAUSES THE AGENT OR SUCH
BANK TO HAVE RECEIVED MORE THAN IT WOULD HAVE RECEIVED HAD SUCH PAYMENT BEEN
RECEIVED BY THE AGENT AND DISTRIBUTED PURSUANT TO THIS AGREEMENT, THEN (I) IT
SHALL NOTIFY THE AGENT AND EACH OF THE OTHER BANKS; (II) IT SHALL BE DEEMED TO
HAVE SIMULTANEOUSLY PURCHASED AND SHALL BE OBLIGATED TO PURCHASE INTERESTS IN
THE OBLIGATIONS AS NECESSARY TO CAUSE THE AGENT AND ALL BANKS TO SHARE ALL
PAYMENTS AS PROVIDED FOR HEREIN; AND (III) SUCH OTHER ADJUSTMENTS SHALL BE MADE
FROM TIME TO TIME AS SHALL BE EQUITABLE TO ENSURE THAT THE AGENT AND ALL BANKS
SHARE ALL PAYMENTS OF OBLIGATIONS AS PROVIDED FOR HEREIN; PROVIDED, HOWEVER,
NOTHING CONTAINED HEREIN SHALL IN ANY WAY AFFECT THE RIGHT OF THE AGENT OR ANY
BANK TO OBTAIN PAYMENT (WHETHER BY EXERCISE OF RIGHTS OF BANKER'S LIEN, SET-OFF,
COUNTERCLAIM OR OTHERWISE) OF INDEBTEDNESS OTHER THAN THE OBLIGATIONS.
EACH
BORROWER EXPRESSLY CONSENTS TO THE FOREGOING ARRANGEMENTS AND AGREES THAT ANY
HOLDER OF ANY SUCH INTEREST OR OTHER PARTICIPATION IN THE OBLIGATIONS, WHETHER
OR NOT ACQUIRED PURSUANT TO
11
THE FOREGOING ARRANGEMENTS, MAY TO THE FULLEST EXTENT PERMITTED BY LAW EXERCISE
ANY AND ALL RIGHTS OF BANKER'S LIEN, SET-OFF OR COUNTERCLAIM AS FULLY AS IF SUCH
HOLDER WERE A HOLDER OF THE OBLIGATIONS IN THE AMOUNT OF SUCH INTEREST OR OTHER
PARTICIPATION.
IF ALL OR ANY PART OF ANY FUNDS TRANSFERRED PURSUANT TO THIS
SECTION 2.13 IS THEREAFTER RECOVERED FROM THE SELLER UNDER THIS SECTION 2.13
WHICH RECEIVED THE SAME, THE PURCHASE PROVIDED FOR IN THIS SECTION 2.13 SHALL BE
DEEMED TO HAVE BEEN RESCINDED AND THE PURCHASE PRICE RESTORED TO THE EXTENT OF
SUCH RECOVERY, TOGETHER WITH INTEREST IF INTEREST IS REQUIRED PURSUANT TO COURT
ORDER TO BE PAID ON ACCOUNT OF THE POSSESSION OF SUCH FUNDS PRIOR TO SUCH
RECOVERY.
SECTION 2.14
TAXES.
(A)
NO DEDUCTION FOR CERTAIN TAXES.
ANY AND ALL PAYMENTS BY EACH
BORROWER SHALL BE MADE, IN ACCORDANCE WITH SECTIONS 2.4 AND 2.6, FREE AND CLEAR
OF AND WITHOUT DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE TAXES.
IF ANY
BORROWER SHALL BE REQUIRED BY LAW TO DEDUCT ANY TAXES FROM OR IN RESPECT OF ANY
SUM PAYABLE TO ANY BANK OR THE AGENT, (I) THE SUM PAYABLE SHALL BE INCREASED AS
MAY BE NECESSARY SO THAT, AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING
DEDUCTIONS APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER THIS SECTION 2.14), SUCH
BANK OR THE AGENT, AS THE CASE MAY BE, RECEIVES AN AMOUNT EQUAL TO THE SUM IT
WOULD HAVE RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE; (II) THE BORROWER SHALL
MAKE SUCH DEDUCTIONS; AND (III) THE BORROWER SHALL PAY THE FULL AMOUNT DEDUCTED
TO THE RELEVANT TAXATION AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH
APPLICABLE LAW.
(B)
OTHER TAXES.
IN ADDITION,