Common use of Alternative to Non-Cash Consideration Clause in Contracts

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01, the Relevant Designated Representative shall (prior to that distribution and taking into account the Senior Obligations then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “Entitled Creditors”). (b) If (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative and supplies such supporting evidence as the Relevant Designated Representative may reasonably require, that Secured Party shall be a “Cash Only Creditor” and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”. (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, the Relevant Designated Representative shall not distribute any Retained Non-Cash to such Cash Only Creditor (or to the relevant Representative on behalf of such Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this Agreement; (d) Subject to Section 10.05, the Relevant Designated Representative shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01. (e) On any such distribution of cash proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations due to the relevant Cash Only Creditor shall be determined by reference to (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations due to those Entitled Creditors and (ii) the Retained Non-Cash to which those cash proceeds are attributable. (f) Each Secured Party shall, following a request by the Relevant Designated Representative, notify the Relevant Designated Representative of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 12 (Application of proceeds), the Relevant Designated Representative Collateral Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties Pari Passu Creditors entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “Entitled Creditors”). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Collateral Agent and supplies such supporting evidence as the Relevant Designated Representative Collateral Agent may reasonably require, that Secured Party Pari Passu Creditor shall be a “Cash Only Creditor” and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”. (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Collateral Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant Creditor Representative (or Creditor if the Creditor is not represented by an agent, trustee or nominee)) on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this AgreementDeed; (ii) if that Cash Only Creditor is a Pari Passu Creditor the Collateral Agent shall notify the relevant Creditor Representative (or Creditor if the Creditor is not represented by an agent, trustee or nominee) of that Cash Only Creditor’s identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, the relevant Creditor Representative (or Creditor if the Creditor is not represented by an agent, trustee or nominee)) shall not distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 10.5 (Collateral Agent protection), the Relevant Designated Representative Collateral Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Non- Cash to that Cash Only Creditor in accordance with Section 4.01Clause 12 (Application of proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Non- Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party Pari Passu Creditor shall, following a request by the Relevant Designated RepresentativeCollateral Agent (acting in accordance with Clause 9.5 (Collateral Agent’s actions)), notify the Relevant Designated Representative Collateral Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01clause 11 (Application of proceeds), the Relevant Designated Representative Security Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties Creditors entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “"Entitled Creditors”"). (b) If (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s 's constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Security Agent and supplies such supporting evidence as the Relevant Designated Representative Security Agent may reasonably require, that Secured Party Creditor shall be a “"Cash Only Creditor” " and the Non-Cash Recoveries to which it is entitled shall be “"Retained Non-Cash”". (cb) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Security Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant Representative any Note Agent on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this Agreement; (dii) the Security Agent shall notify the relevant Note Agent of that Cash Only Creditor's identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, no Note Agent shall distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (c) Subject to Section 10.05clause 10.5 (Alternative to Non-Cash Consideration), the Relevant Designated Representative Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01clause 11 (Application of proceeds). (ed) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (fe) Each Secured Party Creditor shall, following a request by the Relevant Designated RepresentativeSecurity Agent, notify the Relevant Designated Representative Security Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 15 (Application of Proceeds), the Relevant Designated Representative Common Security Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties Creditors entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “Entitled Creditors”). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Common Security Agent and supplies such supporting evidence as the Relevant Designated Representative Common Security Agent may reasonably require, that Secured Party Entitled Creditor shall be a “Cash Only Creditor” and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”. (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Common Security Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant any Creditor Representative on behalf of such that Cash Only Creditor) but shall otherwise treat deal with the Non-Cash Recoveries in accordance with this Agreement; (ii) the Common Security Agent shall notify the relevant Creditor Representative of that Cash Only Creditor’s identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, no Creditor Representative shall distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 13.5 (Common Security Agent Protection), the Relevant Designated Representative Common Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01Clause 15 (Application of Proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party (other than the Common Security Agent) shall, following a request by the Relevant Designated RepresentativeCommon Security Agent (acting in accordance with Clause 12.6 (Common Security Agent’s Actions)), notify the Relevant Designated Representative Common Security Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries. (g) Notwithstanding any other provision of this Agreement to the contrary, Liabilities owed by the Debtors to the Senior Secured Convertible Notes Creditors under the Senior Secured Convertible Notes Documents may only be repaid or discharged or sold or disposed of in and for cash and not Non-Cash Consideration.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 16 (Application of Proceeds), the Relevant Designated Representative Security Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties each Creditor Representative entitled to receive those Non-Cash Recoveries on behalf and for the benefit of their applicable Primary Creditors pursuant to that distribution (the “Entitled Creditors”). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Security Agent and supplies such supporting evidence as the Relevant Designated Representative Security Agent may reasonably require, that Secured Party Primary Creditor shall be a “Cash Only Creditor” and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”. (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Security Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant any Creditor Representative on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this Agreement; (ii) the Security Agent shall notify the relevant Creditor Representative of that Cash Only Creditor’s identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, no Creditor Representative shall distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 15.5 (Security Agent protection), the Relevant Designated Representative Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01Clause 16 (Application of Proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party Primary Creditor shall, following a request by the Relevant Designated RepresentativeSecurity Agent (acting in accordance with Clause 13.7 (Security Agent’s actions)), notify the Relevant Designated Representative Security Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries. Absent written notice to the contrary from a Creditor, the Security Agent shall be entitled to conclusively assume that no Creditor is a Cash Only Creditor.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 15 (Application of Proceeds), the Relevant Designated Representative Security Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties each Creditor Representative entitled to receive those Non-Cash Recoveries on behalf and for the benefit of their applicable Primary Creditors pursuant to that distribution (the “Entitled Creditors”). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Security Agent and supplies such supporting evidence as the Relevant Designated Representative Security Agent may reasonably require, that Secured Party Primary Creditor shall be a “Cash Only Creditor” Creditor and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”. (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Security Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant any Creditor Representative on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this Agreement; (ii) the Security Agent shall notify the relevant Creditor Representative of that Cash Only Creditor’s identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, no Creditor Representative shall distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 14.5 (Security Agent protection), the Relevant Designated Representative Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01Clause 15 (Application of Proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party Primary Creditor shall, following a request by the Relevant Designated RepresentativeSecurity Agent (acting in accordance with Clause 12.7 (Security Agent’s actions)), notify the Relevant Designated Representative Security Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries. Absent written notice to the contrary from a Creditor, the Security Agent shall be entitled to conclusively assume that no Creditor is a Cash Only Creditor.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 16 (Application of proceeds), the Relevant Designated Representative Security Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties Senior Creditors entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “"Entitled Creditors”"). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s 's constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Security Agent and supplies such supporting evidence as the Relevant Designated Representative Security Agent may reasonably require, that Secured Party Senior Creditor shall be a “"Cash Only Creditor” " and the Non-Cash Recoveries to which it is entitled shall be “"Retained Non-Cash”". (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Security Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant Representative Agent on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Non- Cash Recoveries in accordance with this Agreement; (ii) if that Cash Only Creditor is a Senior Facility Creditor, the Security Agent shall notify the Agent of that Cash Only Creditor's identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, the Agent shall not distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 13.5 (Security Agent protection), the Relevant Designated Representative Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01Clause 16 (Application of Proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party Senior Creditor shall, following a request by the Relevant Designated RepresentativeSecurity Agent (acting in accordance with Clause 12.7 (Security Agent's actions)), notify the Relevant Designated Representative Security Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 15 (Application of Proceeds), the Relevant Designated Representative Security Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties Senior Creditors entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “Entitled Creditors”). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Security Agent and supplies such supporting evidence as the Relevant Designated Representative Security Agent may reasonably require, that Secured Party Senior Creditor shall be a “Cash Only Creditor” and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”. (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Security Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant Representative Agent on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this Agreement; (ii) if that Cash Only Creditor is a Senior Facility Creditor the Security Agent shall notify the Agent of that Cash Only Creditor’s identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, the Agent shall not distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 12.5 (Security Agent Protection), the Relevant Designated Representative Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration (on a professional basis with the aim of achieving the possible income therefrom in a reasonable time) and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01Clause 15 (Application of Proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party Senior Creditor shall, following a request by the Relevant Designated RepresentativeSecurity Agent (acting in accordance with Clause 11.6 (Security Agent’s Actions)), notify the Relevant Designated Representative Security Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 16 (Application of Proceeds), the Relevant Designated Representative Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties Primary Creditors entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “Entitled Creditors”). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative and Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent)and supplies such supporting evidence as the Relevant Designated Representative Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) may reasonably require, that Secured Party Primary Creditor shall be a “Cash Only Creditor” and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”. (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor: (i) the Senior Security Agent (or, following the Senior Discharge Date, the Relevant Designated Representative Second Lien Security Agent) shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant Representative any Facility Agent on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this Agreement; (ii) if that Cash Only Creditor is a Senior Facility Creditor or a Second Lien Creditor the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) shall notify the relevant Facility Agent of that Cash Only Creditor’s identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, no Facility Agent shall distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 14.5 (Security Agent Protection), the Relevant Designated Representative Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01Clause 16 (Application of Proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party Primary Creditor shall, following a request by the Relevant Designated RepresentativeSenior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) (acting in accordance with Clause 13.7 (Security Agent’s Actions)), notify the Relevant Designated Representative Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries.

Alternative to Non-Cash Consideration. (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 16 (Application of Proceeds), the Relevant Designated Representative Security Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties External Creditors entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “"Entitled Creditors”"). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s 's constitutional documents for it to do so) and ); and (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Security Agent and supplies such supporting evidence as the Relevant Designated Representative Security Agent may reasonably require, that Secured Party External Creditor shall be a “"Cash Only Creditor” " and the Non-Cash Recoveries to which it is entitled shall be “"Retained Non-Cash”". (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Security Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant any Creditor Representative on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this Agreement; (ii) the Security Agent shall notify the relevant Creditor Representative of that Cash Only Creditor's identity and its status as a Cash Only Creditor; and (iii) to the extent notified pursuant to paragraph (ii) above, no Creditor Representative shall distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 13.5 (Security Agent protection), the Relevant Designated Representative Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01Clause 16 (Application of Proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party External Creditor shall, following a request by the Relevant Designated RepresentativeSecurity Agent (acting in accordance with Clause 12.6 (Security Agent's actions)), notify the Relevant Designated Representative Security Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Cash Recoveries.

Alternative to Non-Cash Consideration. ‌ (a) If any Non-Cash Recoveries are to be distributed pursuant to Section 4.01Clause 16 (Application of Proceeds), the Relevant Designated Representative Security Agent shall (prior to that distribution and taking into account the Senior Obligations Liabilities then outstanding and the cash value of those Non-Cash Recoveries) notify the Representatives of the Secured Parties Senior Creditors entitled to receive those Non-Cash Recoveries pursuant to that distribution (the “Entitled Creditors”). (b) If If: (i) it would be unlawful for an Entitled Creditor to receive such Non-Cash Recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) and ); and‌ (ii) that Entitled Creditor promptly so notifies the Relevant Designated Representative Security Agent and supplies such supporting evidence as the Relevant Designated Representative Security Agent may reasonably require, that Secured Party Senior Creditor shall be a “Cash Only Creditor” Creditor and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”. (c) To the extent that, in relation to any distribution of Non-Cash Recoveries, there is a Cash Only Creditor, : (i) the Relevant Designated Representative Security Agent shall not distribute any Retained Non-Cash to such that Cash Only Creditor (or to the relevant Representative Agent on behalf of such that Cash Only Creditor) but shall otherwise treat the Non-Cash Recoveries in accordance with this Agreement; (ii) if that Cash Only Creditor is a Senior Facility Creditor the Security Agent shall notify the Agent of that Cash Only Creditor’s identity and its status as a Cash Only Creditor; and‌ (iii) to the extent notified pursuant to paragraph (ii) above, the Agent shall not distribute any of those Non-Cash Recoveries to that Cash Only Creditor. (d) Subject to Section 10.05Clause 13.5 (Security Agent Protection), the Relevant Designated Representative Security Agent shall hold any Retained Non-Non- Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realize realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any cash proceeds Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with Section 4.01Clause 16 (Application of Proceeds). (e) On any such distribution of cash proceeds Cash Proceeds which are attributable to a disposal of any Retained Non-Non- Cash, the extent to which such distribution is treated as discharging the Secured Obligations Liabilities due to the relevant Cash Only Creditor shall be determined by reference to to: (i) the valuation which determined the extent to which the distribution of the Non-Cash Recoveries to the other Entitled Creditors discharged the Secured Obligations Liabilities due to those Entitled Creditors and Creditors; and (ii) the Retained Non-Non Cash to which those cash proceeds Cash Proceeds are attributable. (f) Each Secured Party Senior Creditor shall, following a request by the Relevant Designated RepresentativeSecurity Agent (acting in accordance with Clause 19.5 (Security Agent’s Actions)), notify the Relevant Designated Representative Security Agent of the extent to which paragraph (b)(i) above would apply to it in relation to any distribution or proposed distribution of Non-Non- Cash Recoveries.