Common use of Postponement of Holdback Claims Clause in Contracts

Postponement of Holdback Claims. (a) The Deed Administrators will have the discretion (acting reasonably and in good faith) to delay the distribution of DOCA Creditor Entitlements to a Group Creditor provided that such DOCA Creditor Entitlements are held by the Holding Period Trustee for and on behalf of the relevant Group Creditor until such time that all of that Group Creditor’s Holdback Claims have been finally determined as Admitted Group Claims and, if relevant, adjusted in accordance with clause 9.7(e) below. (b) A Holdback Claim will become an Admitted Group Claim when the last of the following conditions applicable to it has been satisfied: (i) if it is an Adjudication Claim, the claim is finally determined in the Group Creditor’s favour by an adjudicator pursuant to Clause 6.7 (Adjudication) and only for the amount of the unsecured Group Creditor Claim that is determined by the adjudicator; (ii) if it is a Group Creditor Claim subject to proceedings pursuant to Clause 6.8 (Adjudication Claims that may be determined by the Court), the claim is finally determined in the Group Creditor’s favour by the Court or settled and only for the amount of the unsecured Group Creditor Claim that is determined by the Court or settled; (iii) if it is an Arbitration Claim, the claim is finally determined or settled in the Group Creditor’s favour by an arbitrator pursuant to Clause 6.9 (Arbitration Claims) and only for the amount of the Group Creditor Claim that is determined by the arbitrator or settled; (iv) if it is a Group Creditor Claim which the relevant Group Creditor asserts has the benefit of a Security Interest, the Determined Value of the Security Interest has been determined pursuant to Clause 6.10 (Security Interests); (v) if it is a Group Creditor Claim potentially subject to set off in respect of an Offensive Claim: (A) the Offensive Claim is finally determined or settled; (B) the Administrators inform the Group Creditor in writing that they no longer intend to pursue an Offensive Claim; or (C) a period of six (6) months has elapsed following the Restructuring Effective Date, and the Administrators have not commenced legal proceedings in respect of an Offensive Claim against the relevant Group Creditor (which, for the avoidance of doubt, they may do at any time including prior to the Restructuring Effective Date), and only for an amount of a Group Creditor Claim following the application of set off in accordance with Clause 6.12 (Determination of Offensive Claims) (if required); or (vi) a creditor that has another Holdback Claim that is yet to be determined, where the Deed Administrator exercises its discretion to admit the relevant claim as an Admitted Group Claim notwithstanding that the relevant Holdback Claim is yet to be determined. (c) Where a Holdback Creditor becomes an Admitted Group Creditor pursuant to Clause 9.7(b) above, the Deed Administrator shall as soon as reasonably possible notify the Holdback Creditor (with a copy to the Holding Period Trustee and the Holdco Agents) and, where a Holdback Claim is subject to recalculation pursuant to Clause 9.7(e), such notification shall include the amount of the Holdback Creditors revised DOCA Creditor Entitlement or where no Assigned Litigation Recoveries, have been received, their EPM Entitlements; (d) If: (A) a Holdback Claim is rejected following the outcome of an adjudication under Clause 6.6(a) (Rejected claims) or proceedings under Clause 6.8 (Adjudication Claims that may be determined by the Court) or Clause 6.9 (Arbitration Claims); or (B) a Group Creditor’s Claim is reduced to nil following the application of Clause 6.12 (Determination of Offensive Claims), the relevant creditor’s claim to DOCA Creditor Entitlements relating to such Holdback Claim shall be deemed to be abandoned without any further right to make a claim in respect of its Holdback Claims and its DOCA Creditor Entitlements shall be redistributed in accordance with Clauses 9.5 (Distribution of Holdco Facilities Commitments) and 12.2(b)(ii)(C) (Distribution of Post- Restructuring Litigation Recoveries to Admitted Group Creditors) of this Deed and the terms of the Holdco Common Terms Agreement. (e) If the amount of a relevant creditor’s Admitted Group Claim determined in accordance with this Clause 9.7(e) differs from the amount used by the Deed Administrators when calculating the relevant creditor’s EPM Entitlements in accordance with Clause 8.2 (Calculation of DOCA Creditor Entitlements), the Admitted Group Creditors' EPM Entitlements will be recalculated by the Deed Administrators in accordance with Clause 8.2 (Calculation of DOCA Creditor Entitlements) to account for any changes to the amount of the creditor’s EPM Recovery.

Postponement of Holdback Claims. (a) The Deed Administrators will have the discretion (acting reasonably and in good faith) to delay the distribution of DOCA Creditor Entitlements to a Group Creditor provided that such DOCA Creditor Entitlements are held by the Holding Period Trustee for and on behalf of the relevant Group Creditor until such time that the creditor becomes an Admitted Group Creditor until all of that Group Creditor’s Holdback Claims have been finally determined as Admitted Group Claims and, if relevant, adjusted in accordance with clause 9.7(e) below. (b) A Holdback Claim will become an Admitted Group Claim when the last of the following conditions applicable to it has been satisfied: (i) if it is an Adjudication Claim, the claim is finally determined in the Group Creditor’s favour by an adjudicator pursuant to Clause 6.7 (Adjudication) and only for the amount of the unsecured Group Creditor Claim that is determined by the adjudicator; (ii) if it is a Group Creditor Claim subject to proceedings pursuant to Clause 6.8 (Adjudication Claims that may be determined by the Court), the claim is finally determined in the Group Creditor’s favour by the Court or settled and only for the amount of the unsecured Group Creditor Claim that is determined by the Court or settled; (iii) if it is an Arbitration Claim, the claim is finally determined or settled in the Group Creditor’s favour by an arbitrator pursuant to Clause 6.9 (Arbitration Claims) and only for the amount of the Group Creditor Claim that is determined by the arbitrator or settled; (iv) if it is a Group Creditor Claim which the relevant Group Creditor asserts has the benefit of a Security Interest, the Determined Value of the Security Interest has been determined pursuant to Clause 6.10 (Security Interests); (v) if it is a Group Creditor Claim potentially subject to set off in respect of an Offensive Claim: (A) the Offensive Claim is finally determined or settled; (B) the Administrators inform the Group Creditor in writing that they no longer intend to pursue an Offensive Claim; or (C) a period of six (6) months has elapsed following the Restructuring Effective Date, and the Administrators have not commenced legal proceedings in respect of an Offensive Claim against the relevant Group Creditor (which, for the avoidance of doubt, they may do at any time including prior to the Restructuring Effective Date), and only for an amount of a Group Creditor Claim following the application of set off in accordance with Clause 6.12 (Determination of Offensive Claims) (if required); or (vi) a creditor that has another Holdback Claim that is yet to be determined, where the Deed Administrator exercises its discretion to admit the relevant claim as an Admitted Group Claim notwithstanding that the relevant Holdback Claim is yet to be determined. (c) Where a Holdback Creditor becomes an Admitted Group Creditor pursuant to Clause 9.7(b9.57(b) above, the Deed Administrator shall as soon as reasonably possible notify the Holdback Creditor (with a copy to the Holding Period Trustee and the Holdco Agents) and, where a Holdback Claim is subject to recalculation pursuant to Clause 9.7(e), such notification shall include the amount of the Holdback Creditors revised DOCA Creditor Entitlement or where no Assigned Litigation Recoveries, have been received, their EPM Entitlements; (d) If: (A) a Holdback Claim is rejected following the outcome of an adjudication under Clause 6.6(a) (Rejected claims) or proceedings under Clause 6.8 (Adjudication Claims that may be determined by the Court) or Clause 6.9 (Arbitration Claims); or (B) a Group Creditor’s Claim is reduced to nil following the application of Clause 6.12 (Determination of Offensive Claims), the relevant creditor’s claim to DOCA Creditor Entitlements relating to such Holdback Claim shall be deemed to be abandoned without any further right to make a claim in respect of its Holdback Claims and its DOCA Creditor Entitlements shall be redistributed in accordance with Clauses 9.5 (Distribution of Holdco Facility CommitmentsDistribution of Holdco Facilities Commitments) and 12.2(b)(ii)(C) (Distribution of Post- Post-Restructuring Litigation Recoveries to Admitted Group Creditors) of this Deed and the terms of the Holdco Common Terms Agreement. (e) If the amount of a relevant creditor’s Admitted Group Claim determined in accordance with this Clause 9.7(e) differs from the amount used by the Deed Administrators when calculating the relevant creditor’s EPM Entitlements in accordance with Clause 8.2 (Calculation of DOCA Creditor Entitlements), the Admitted Group Creditors' EPM Entitlements will be recalculated by the Deed Administrators in accordance with Clause 8.2 (Calculation of DOCA Creditor Entitlements) to account for any changes to the amount of the creditor’s EPM Recovery.