Common use of Pro Rata Payments Clause in Contracts

Pro Rata Payments. 13.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and (c) as between the Borrowers and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and (c) as between the Borrowers Borrower and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender Bank (the “Recovering LenderBank”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such LenderBank’s Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such LenderBank’s pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 13.2.1 If at any time any Lender Bank (the “Recovering LenderBank”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such LenderBank’s Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, 12.1 or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 13.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such LenderBank’s pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 13.2.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.313.2. 13.3.4 13.2.4 Notwithstanding the foregoing provisions of this clause 13.313.2, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Payment Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Payment Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Payment Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Payment Agent, the Recovering Lender shall pay to the Payment Agent an amount equal (or equivalent) to the excess; (b) the Payment Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and (c) as between the Borrowers Borrower and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender Bank (the “Recovering LenderBank”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such LenderBank’s Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed redistributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such LenderBank’s pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Bank (the “Recovering Lender”"RECOVERING BANK") receives or recovers any amount owing to it by the Borrowers any Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank Substitute or a sub-participant in such Lender’s Bank's Contribution to any Facility or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2account), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”"RELEVANT RECEIPT") notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Facility Agent, the Recovering Lender Bank shall pay to the Facility Agent an amount equal (or equivalent) to the excess; (bii) the Facility Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers relevant Borrower and shall distribute the same to the Lenders Banks (other than the Recovering Lenders) in accordance with clause 6.10Bank); and (ciii) as between the Borrowers relevant Borrower and the Recovering Lender Bank, the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers relevant Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the a Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (c) Each Lender Bank shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purposes purpose of this clause 13.315.2. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.315.2, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through in breach of clause 18. (f) Nothing in this clause 15.2 shall prevent the Agent)Issuing Bank from recovering from the relevant Borrowers any amounts due under a Letter of Credit issued by the Issuing Bank.

Pro Rata Payments. 13.3.1 If at any time any Lender (the “"Recovering Lender”") receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank Lender or a sub-participant in such Lender’s 's Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 6.9 (as the case may be) then:then:- (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers and shall distribute the same to the Lenders (other than the Recovering LendersLender) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s 's pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses clause 6.1 or 6.9 (not being being, in the case of a Bank, a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution Bank's participation under this Agreement or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank Lender or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and (c) as between the Borrowers and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time the proportion which any Lender Bank (the “Recovering LenderBank”) receives has received or recovers any amount owing to it by the Borrowers under this Agreement recovered (other than pursuant to any other Security Document) by direct paymentfrom an Assignee, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank Substitute or a sub-participant in such LenderBank’s Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 54.4, 6.65.1, 6.1, 11.1, 11.2, 11.3, 12.1, 12.1 or 12.2), ) in respect of its share of any payment to be made for the account of the Recovering Lender shallBank and one or more other Banks under any of the Security Documents is greater (the amount of the excess being referred to in this clause 13.3 as the “excess amount”) than the proportion of the share of such payment received or recovered by the Bank receiving or recovering the smallest or no proportion of its share, then: 13.3.1 within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agentrecovery, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excessexcess amount; (b) 13.3.2 the Agent shall treat the excess amount so paid by the Recovering Lender such payment as if it were a part of the payment to be made by the Borrowers Borrower and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.1013.1; and (c) 13.3.3 as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed paid to them, be treated as discharged. 13.3.2 . Each Bank shall forthwith notify the Agent of any such receipt or recovery by such Bank other than by payment through the Agent. If any part of the Relevant Receipt excess amount subsequently has to be wholly or partly refunded by the Recovering Lender Bank which paid an amount equal thereto to the Agent under (whether to a liquidator or otherwisea) above each Lender Bank to which any part of such Relevant Receipt amount was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such LenderBank’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Bank. Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3. 13.3.4 . Notwithstanding the foregoing provisions of this clause 13.3, 13.3 no Recovering Lender Bank shall be obliged to share any Relevant Receipt excess amount which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant 40 Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and (c) as between the Borrowers and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 18.1 If at any time any Lender (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers Obligors under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses 6.1 or 6.9 clause 12 (not being a payment received from a Transferee Bank Substitute or a sub-participant in such Lender’s the Recovering Bank's Contribution to the Facility or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), this Agreement) the Recovering Lender Bank shall, within two (2) 2 Banking Days of such receipt or recovery (a “Relevant "Receipt”") notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 or 6.10 (12, as the case may be) , then: (a) within two (2) 2 Banking Days of demand by the Facility Agent, the Recovering Lender Bank shall pay to the Facility Agent an amount equal (or equivalent) to the such excess; (b) the Facility Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers an Obligor and shall distribute the same to the Lenders (other than the Recovering LendersBank) in accordance with clause 6.1012; and (c) as between the Borrowers relevant Obligor and the Recovering Lender Bank, the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers relevant Obligor to the other Lenders shall, to the extent of the amount so re-distributed to them, and subject to clause 18.2, be treated as discharged. 13.3.2 18.2 If any part of the Relevant a Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the such Recovering Lender Bank such Lender’s pro-'s pro rata share of the amount which has to be refunded by the Recovering Bank and each such Lender's rights against the Obligors in respect of such amount shall be reinstated. 13.3.3 18.3 Each Lender shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purposes purpose of this clause 13.318. 13.3.4 18.4 Notwithstanding the foregoing provisions of this clause 13.3, 18 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which Receipt: 18.4.1 to the extent that it receives would not, after the payment, have a valid claim against the Obligors in respect of the amount shared; or 18.4.2 received or recovers recovered pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent)court.

Pro Rata Payments. 13.3.1 19.1 If at any time amount owing by any Obligor under any Finance Document to a Lender (the “"Recovering Lender”") receives or recovers any amount owing to it is discharged by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off off, use of cash collateral or in any other manner other than by payment through the Agent pursuant in accordance with Clause 9.1.1 (such amount being referred to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to this Clause 19.1 as the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2"Recovery"), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then:then:- 120 Executed Copy 122 (a) within two (2) Banking Business Days of demand by receipt of the AgentRecovery, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excesssuch Recovery; (b) the Agent shall treat the excess amount so paid by the Recovering Lender such payment as if it were a part of the payment to be made by the Borrowers and shall distribute the same Borrower to the Lenders (other than the Recovering Lenders) rateably in accordance with clause 6.10their respective Commitments; and (c) save for any receipt by the Recovering Lender as a result of the operation of paragraph (b) above, as between the Borrowers members of the ChiRex Group and the Recovering Lender the excess amount so re-distributed Recovery shall be treated and deemed as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as dischargedpaid. 13.3.2 19.2 Each Lender shall notify the Agent promptly of any such Recovery by that Lender other than by payment through the Agent. If any part of the Relevant Receipt Recovery subsequently has to be wholly or partly refunded by the Recovering Lender (whether which paid an amount equal thereto to a liquidator or otherwise) the Agent under Clause 19.1(a), each Lender to which any part of such Relevant Receipt that amount was so re-distributed shall shall, on request from the Recovering Lender Lender, repay to the Recovering Lender such Lender’s pro-'s pro rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 19.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3. 13.3.4 Clause 19. Notwithstanding the foregoing provisions of this clause 13.3Clause 19, no Recovering Lender shall be obliged to share with another person any Relevant Receipt Recovery which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any the Finance Documents where such other party which person has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party other person through the Agent). 19.4 Failure by any Recovering Lender to comply with any of the provisions of this Clause 19 shall not release any other Recovering Lender from any of its obligations or liabilities under this Clause 19. 19.5 Each party to this Agreement agrees to take all steps required of it pursuant to Clause 19.1, and to use its reasonable endeavours to obtain any consents or authorisations which may at any relevant time be 121 Executed Copy 123 required, for any payment by it pursuant to this Clause 19. 19.6 The provisions of this Clause 19 shall not, and shall not be construed so as to, constitute a charge by a Lender over all or any part of a sum received or recovered by it in the circumstances mentioned in this Clause 19.

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers any Obligor under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 8.1 or 6.9 8.10 (not being a payment received from a Transferee Bank or a sub-participant Substitute in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.66.3, 57, 6.68.5, 11.114.1, 11.214.3, 11.3, 12.1, 15.1 or 12.215.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 clauses 8.1 or 6.10 8.10 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers relevant Obligor and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.108.10; and (ciii) as between the Borrowers relevant Obligor and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers relevant Obligor to the other Lenders Banks shall, to the extent of the amount so re-re- distributed to them, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s pro-Bank's pro rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (c) Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.316.2. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.3, 16.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 14.2.1 If at any time any Lender (the “"Recovering Lender”") receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses 6.1 clause 8.1 or 6.9 8.10 (not being a payment received from a Transferee Bank Lender or a sub-participant in such Lender’s Contribution 's Outstandings or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.65.1, 55.7, 6.4, 6.6, 11.16.8, 11.2, 11.36.9, 12.1, or 12.2)12.3, 13.1 and 13.2 the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”"RELEVANT RECEIPT") notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 8.1 or 6.10 (8.10 as the case may be) then: (a) within two (2) Banking Days of demand by the Facility Agent, the Recovering Lender shall pay to the Facility Agent an amount equal (or equivalent) to the excess; (b) the Facility Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders (other than the Recovering LendersLender) in accordance with clause 6.108.10; and (c) as between the Borrowers Borrower and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 14.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-'s pro rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 14.2.3 Each Lender shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purposes purpose of this clause 13.314.2. 13.3.4 14.2.4 Notwithstanding the foregoing provisions of this clause 13.3, 14.2 no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Facility Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender Bank (the “Recovering LenderBank”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such LenderBank’s Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such LenderBank’s pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time the proportion which any Lender Bank (the “Recovering LenderBank”) receives has received or recovers any amount owing to it by the Borrowers under this Agreement recovered (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lenderthat Bank’s Contribution, Credit Contribution or and/or Guarantee Contribution) in respect of its share of any other payment amount paid for the account of an amount due to the Recovering Lender for its sole account Bank and one or more other Banks under or pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, any Transaction Document exceeds the proportion of the share of that amount received or 12.2recovered by the Bank receiving or recovering the smallest or no proportion of its share of that amount (the amount of that excess being referred to in this clause 14.1 as the “excess amount”), the Recovering Lender shall, then: 14.1.1 within two (2) Banking Days of such that receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agentrecovery, the Recovering Lender Bank shall pay to the Facility Agent an amount equal (or equivalent) to the excessexcess amount; (b) 14.1.2 the Facility Agent shall treat the excess that amount so paid by the Recovering Lender to it as if it were a payment made part of the amount paid by the Borrowers Borrower or, as the case may be, the relevant Obligor and shall distribute the same to the Lenders (other than the Recovering Lenders) that amount in accordance with the last sentence of clause 6.106.1; and (c) 14.1.3 as between the Borrowers Borrower or, as the case may be, the relevant Obligor, on the one hand, and the Recovering Lender Bank, on the other hand, the excess amount so re-distributed shall be treated as not having been paid but paid. Each Bank shall forthwith notify the obligations Facility Agent of any such receipt or recovery by that Bank other than by payment through the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 Facility Agent. If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether Bank is subsequently required to a liquidator refund in whole or otherwise) in part the excess amount, each Lender Bank to which any part of such Relevant Receipt the amount referred to in clause 14.1.1 was so re-distributed shall on pursuant to clause 14.1.2 shall, at the request from of the Recovering Lender Bank, repay to the Recovering Lender such LenderBank that Bank’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Bank is required to refund. Each Lender Bank shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purposes purpose of this clause 13.3. 13.3.4 14.1. Notwithstanding the foregoing provisions of this clause 13.314.1, no Recovering Lender Bank shall be obliged to share pay to the Facility Agent any Relevant Receipt part of any amount which it receives or recovers pursuant to Proceedings any legal action or proceeding taken by it to recover any sums owing amount due to it under this Agreement with or pursuant to any other party Transaction Document if and to the extent that that amount would be distributed by the Facility Agent, pursuant to clause 14.1.2, to any Bank which has a legal right to, but does not, either join in such Proceedings legal action or proceeding or commence and diligently pursue a separate Proceedings to enforce its rights legal action or proceeding in the same or another court (unless the Proceedings instituted legal action or proceeding taken by the Recovering Lender are instituted by it Bank is taken without prior notice thereof having been given to such party through the AgentFacility Agent to that other Bank).

Pro Rata Payments. 13.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and (ciii) as between the Borrowers Borrower and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Finance Party (the “Recovering Lender”"RECOVERING LENDER") receives or recovers any amount owing to it by the Borrowers any Obligor under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 clause 8.1 or 6.9 8.10 (not being a payment received from a Transferee Bank or a sub-participant in of such Lender’s Finance Party's Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.65.7, 57, 6.68.5, 11.113.1, 11.213.2, 11.3, 12.1, 14.1 or 12.214.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”"RELEVANT RECEIPT") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 8.1 or 6.10 8.10 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers relevant Obligor and shall distribute the same to the Lenders Finance Parties (other than the Recovering LendersLender) in accordance with clause 6.108.10; and (ciii) as between the Borrowers relevant Obligor and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers relevant Obligor to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender Finance Party to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-Finance Party's pro rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 (c) Each Lender Finance Party shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.315.2. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender Bank (the “Recovering LenderBank”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such LenderBank’s Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such LenderBank’s pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 (A) If at any time any Lender (the “Recovering LenderBank”) receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to or by any other of the Obligors under any of the Security Document) Documents by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses 6.1 or 6.9 Clause 8 (Payments) (not being a payment received from a Transferee Bank or a sub-participant for the sole account of such Lender as referred to in such Lender’s Contribution or any other payment of an amount due to Clause 17.2 (Payments not available for distribution)) the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 or 6.10 Clause 8 (as the case may bePayments) then:then:- (ai) within two (2) Banking Days of demand by the Facility Agent, the Recovering Lender Bank shall pay to the Facility Agent an amount equal (or equivalent) to the excess; (bii) the Facility Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders (other than the Recovering LendersBank) in accordance with clause 6.10Clause 8 (Payments); and (ciii) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (B) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s pro-pro rata share of the amount which has to be refunded by the Recovering LenderBank together with interest thereon sufficient to compensate the Recovering Bank for the cost of funding such amount from the date it refunds the amount as aforesaid to the date on which it receives payment from that Lender of its pro rata share thereof. 13.3.3 (C) Each Lender and the Facility Agent shall on request supply to the Facility Agent such information as the Facility Agent may from time to time reasonably request for the purposes purpose of this clause 13.3Clause 17.1. 13.3.4 (D) Notwithstanding the foregoing provisions of this clause 13.3Clause 17.1, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Facility Agent).

Pro Rata Payments. 13.3.1 13.2.1 If at any time any Lender Bank (the “Recovering LenderBank”) receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such LenderBank’s Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, 12.1 or 12.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 13.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) ), each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such LenderBank’s pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 13.2.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.313.2. 13.3.4 13.2.4 Notwithstanding the foregoing provisions of this clause 13.313.2, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner (but excluding any recoveries by virtue of any cash management or interest netting arrangements operated by any Bank in its capacity as a provider of day to day banking services to the TCN Group to the extent that such arrangements are permitted by this Agreement) other than by payment through the Agent pursuant to clauses 6.1 clause 8.1 or 6.9 8.11 (not being a payment received from an Assignee, a Transferee Bank Substitute or a subSub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2Participant), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 8.1 or 6.10 8.11 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.108.11; and (ciii) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount amounts so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s pro-Bank's pro rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (c) Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.316.2. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.3, 16.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 17.2.1 If at any time any Lender Finance Party (the “Recovering Lender”"RECOVERING BANK") receives or recovers any amount owing to it by the Borrowers any Obligor under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 clause 9.1 or 6.9 9.10 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.68, 59.5, 6.615.1, 11.115.2, 11.2, 11.3, 12.1, 16.1 or 12.216.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”"RELEVANT RECEIPT") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 9.1 or 6.10 9.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers relevant Obligor and shall distribute the same to the Lenders Finance Parties (other than the Recovering LendersBank) in accordance with clause 6.109.10; and (c) as between the Borrowers relevant Obligor and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers relevant Obligor to the other Lenders Finance Parties shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 17.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Finance Party to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s pro-Finance Party's pro rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 17.2.3 Each Lender Finance Party shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.317.2. 13.3.4 17.2.4 Notwithstanding the foregoing provisions of this clause 13.3, 17.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Bank (the “Recovering Lender”"RECOVERING BANK") receives or recovers any amount owing to it by the Borrowers any Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 clause 8.1 or 6.9 8.9 (not being a payment received from a Transferee Bank or a sub-participant Substitute in respect of such Lender’s Bank's Contribution to any Facility or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.66.5, 57, 6.68.5, 11.113, 11.2, 11.3, 12.1, 14.1 or 12.214.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) "RELEVANT RECEIPT"), notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 8.1 or 6.10 (8.9, as the case may be) , then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers relevant Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.108.9; and (ciii) as between the Borrowers relevant Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid paid, but the obligations of the Borrowers relevant Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed paid to themthe Agent, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (c) Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.315.2. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.3, 15.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agentin breach of clause 18.4).

Pro Rata Payments. 13.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Payment Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Payment Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Payment Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Payment Agent, the Recovering Lender shall pay to the Payment Agent an amount equal (or equivalent) to the excess;; 37 Table of Contents (b) the Payment Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and (c) as between the Borrowers and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 19.1 If at any time amount owing by any Obligor under any Finance Document to a Lender (the “"Recovering Lender”") receives or recovers any amount owing to it is discharged by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off off, use of cash collateral or in any other manner other than by payment through the Agent pursuant in accordance with Clause 9.1.1 (such amount being referred to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to this Clause 19.1 as the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2"Recovery'), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Business Days of demand by receipt of the AgentRecovery, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excesssuch Recovery; (b) the Agent shall treat the excess amount so paid by the Recovering Lender such payment as if it were a part of the payment to be made by the Borrowers and shall distribute the same Borrower to the Lenders (other than the Recovering Lenders) rateably in accordance with clause 6.10their respective Commitments; and (c) save for any receipt by the Recovering Lender as a result of the operation of paragraph (b) above, as between the Borrowers members of the ChiRex Group and the Recovering Lender the excess amount so re-distributed Recovery shall be treated and deemed as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as dischargedpaid. 13.3.2 19.2 Each Lender shall notify the Agent promptly of any such Recovery by that Lender other than by payment through the Agent. If any part of the Relevant Receipt Recovery subsequently has to be wholly or partly refunded by the Recovering Lender (whether which paid an amount equal thereto to a liquidator or otherwise) the Agent under Clause 19.1(a), each Lender to which any part of such Relevant Receipt that amount was so re-distributed shall shall, on request from the Recovering Lender Lender, repay to the Recovering Lender such Lender’s pro-Xxxxxx's pro rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 19.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3. 13.3.4 Clause 19. Notwithstanding the foregoing provisions of this clause 13.3Clause 19, no Recovering Lender shall be obliged to share with another person any Relevant Receipt Recovery which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any the Finance Documents where such other party which person has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party other person through the Agent). 19.4 Failure by any Recovering Lender to comply with any of the provisions of this Clause 19 shall not release any other Recovering Lender from any of its obligations or liabilities under this Clause 19. 19.5 Each party to this Agreement agrees to take all steps required of it pursuant to Clause 19.1, and to use its reasonable endeavours to obtain any consents or authorisations which may at any relevant time be required, for any payment by it pursuant to this Clause 19. 19.6 The provisions of this Clause 19 shall not, and shall not be construed so as to, constitute a charge by a Lender over all or any part of a sum received or recovered by it in the circumstances mentioned in this Clause 19.

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Finance Party (the “Recovering Lender”"RECOVERING BANK") receives or recovers any amount owing to it by any Obligor under the Borrowers under this Agreement (other than pursuant to any other Security Document) Finance Documents by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 clause 17.1 or 6.9 17.3 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s 's Contribution to the Facility or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.66.3, 518.1, 6.619.1, 11.122.1, 11.2, 11.3, 12.1, 23.1 or 12.223.5), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”"RELEVANT RECEIPT") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 17.1 or 6.10 (17.3, as the case may be) , then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Finance Parties (other than the Recovering LendersBank) in accordance with clause 6.1017.3; and (ciii) as between the Borrowers relevant Obligor and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers relevant Obligor to the other Lenders Finance Parties shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Finance Party to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Finance Party's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (c) Each Lender Finance Party shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.317.4. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.3, 17.4 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement the Finance Documents with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agentin breach of clause 26.4).

Pro Rata Payments. 13.3.1 14.2.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses 6.1 clause 8.1 (No set-off or 6.9 counterclaim) or clause 8.7 (Application of payments prior to the Termination Date) or clause 8.8 (Application of Payments after the Termination Date) (not being a payment received from a Transferee Bank or a sub-participant in of such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.65.6 (Market disruption), 56.3 (Additional voluntary prepayment), 6.66.4 (Mandatory Prepayment), 11.16.5 (Prepayment on Total Loss), 11.28.5 (Grossing-up for Taxes), 11.312.1 (Miscellaneous indemnities), 12.112.2 (Currency indemnity), 13.1 (Unlawfulness) or 12.213.2 (Increased costs)), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 8.1 (No set-off or 6.10 counterclaim) or clause 8.7 (Application of Payments prior to a Termination Date) (as the case may be) then: (a) within two (2) Banking Days of demand by the Facility Agent, the Recovering Lender shall pay to the Facility Agent an amount equal (or equivalent) to the excess; (b) the Facility Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders (other than the Recovering LendersLender) in accordance with clause 6.108.7 (Application of payments prior to a Termination Date); and (c) as between the Borrowers Borrower and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 14.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-pro rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 14.2.3 Each Lender shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purposes purpose of this clause 13.314.2. 13.3.4 14.2.4 Notwithstanding the foregoing provisions of this clause 13.3, 14.2 no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Facility Agent).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender (the “"Recovering Lender”") receives or recovers any amount owing to it by the Borrowers either Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses 6.1 clause 8.1 or 6.9 8.11 (not being a payment received from a Transferee Bank Lender or a sub-participant in such Lender’s Contribution 's Outstandings or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.65.1, 55.7, 6.66.3, 11.16.5, 11.26.7, 11.36.8, 12.1, or 12.2), 12.3, 13.1 and 13.2 the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 8.1 or 6.10 (8.11 as the case may be) then: (ai) within two (2) Banking Days of demand by the Facility Agent, the Recovering Lender shall pay to the Facility Agent an amount equal (or equivalent) to the excess; (bii) the Facility Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers relevant Borrower and shall distribute the same to the Lenders (other than the Recovering LendersLender) in accordance with clause 6.108.12; and (ciii) as between the Borrowers relevant Borrower and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers relevant Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-'s pro rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 (c) Each Lender shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purposes purpose of this clause 13.3.0 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.3, 0 no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Facility Agent).

Pro Rata Payments. 13.3.1 18.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers any Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses 6.1 clause 10.1 (No set-off or 6.9 counterclaim) or 10.9 (not Partial payments)(not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.67.7 (Market disruption; non-availability), 59 (Fees and expenses), 6.610.6 (Grossing-up for Taxes), 11.116.1 (Miscellaneous indemnities), 11.216.2 (Currency indemnity), 11.3, 12.1, 17.1 (Unlawfulness) or 12.217.2 (Increased costs)), the Recovering Lender shall, within two (2) Banking Business Days of such receipt or recovery (a “Relevant Receipt”) notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 clauses 10.1 (No set-off or 6.10 counterclaim) or 10.9 (as Partial payments)(as the case may be) then: (a) within two (2) Banking Business Days of demand by the Facility Agent, the Recovering Lender shall pay to the Facility Agent an amount equal (or equivalent) to the excess; (b) the Facility Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers that Borrower and shall distribute the same to the Lenders (other than the Recovering LendersLender) in accordance with clause 6.1010.9 (Partial payments); and (c) as between the Borrowers that Borrower and the Recovering Lender the excess amount so re-distributed re­distributed shall be treated as not having been paid but the obligations of the Borrowers that Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 18.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) ), each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 18.3.3 Each Lender shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purposes purpose of this clause 13.318.3. 13.3.4 18.3.4 Notwithstanding the foregoing provisions of this clause 13.318.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Facility Agent).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Bank (the “Recovering Lender”RECOVERING BANK) receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 clause 8.1 or 6.9 8.9 (not being a payment received from a Transferee Bank or a sub-participant Substitute in respect of such Lender’s Bank's Contribution to the Facility or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.66.5, 57, 6.68.5, 11.112, 11.2, 11.3, 12.1, 13.1 or 12.213.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) RELEVANT RECEIPT), notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 8.1 or 6.10 (8.9, as the case may be) , then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.108.9; and (ciii) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid paid, but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed paid to themthe Agent, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (c) Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.314.2. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.3, 14.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agentin breach of clause 17.4).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner (but excluding any recoveries by virtue of any cash management or interest netting arrangements operated by any Bank in its capacity as a provider of day to day banking services to the Group to the extent that such arrangements are permitted pursuant to this Facility) other than by payment through the Agent pursuant to clauses 6.1 clause 8.1 or 6.9 8.11 (not being a payment received from an Assignee, a Transferee Bank Substitute or a subSub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2Participant), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 8.1 or 6.10 8.11 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.10; 8.11, and (ciii) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount amounts so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s pro-Bank's pro rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (c) Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.317.2. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.3, 17.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender (the “"Recovering Lender”") receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 Clause 8.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2)Clause 8.10, the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant "Direct Receipt”") notify the Agent of the amount of the Relevant Direct Receipt. If the Relevant Direct Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Direct Receipt had been received by the Agent and distributed pursuant to clause 6.1 Clause 8.1 or 6.10 Clause 8.10 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders (other than the Recovering LendersLender) in accordance with clause 6.10Clause 8.1 or Clause 8.10, as appropriate; and (ciii) as between the Borrowers Borrower and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the Relevant Direct Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Direct Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-its pro rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 (c) Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3Clause 14.2. 13.3.4 Notwithstanding (d) Any amount received or recovered by a Lender under a transfer, assignment, sub-participation (or the foregoing provisions like) shall be ignored for the purpose of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent)Clause 14.2.

Pro Rata Payments. 13.3.1 If at any time any Lender Bank (the “Recovering Lender”"RECOVERING BANK") receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses clause 6.1 or 6.9 6.10 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.66.6.1, 11.1, 11.2, 11.3, 12.1, or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”"RELEVANT RECEIPT") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.10; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 13.2.1 If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses clause 6.1 or 6.9 6.10 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.63.1, 53.7, 6.64.7, 5.2, 6.7, 11.1, 11.2, 11.3, 12.1, or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Facility Agent, the Recovering Lender Bank shall pay to the Facility Agent an amount equal (or equivalent) to the excess; (b) the Facility Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.10; and (c) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 13.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s pro-Bank's pro rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 13.2.4 Notwithstanding the foregoing provisions of this clause 13.3, 13.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Facility Agent).

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Bank (the “Recovering Lender”"RECOVERING BANK") receives or recovers any amount owing to it by the Borrowers any Obligor under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Facility Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank Substitute or a sub-participant in such Lender’s Bank's Contribution to any Facility or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2account), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”"RELEVANT RECEIPT") notify the Facility Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds 91 the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Facility Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Facility Agent, the Recovering Lender Bank shall pay to the Facility Agent an amount equal (or equivalent) to the excess; (bii) the Facility Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers relevant Obligor and shall distribute the same to the Lenders Banks (other than the Recovering Lenders) in accordance with clause 6.10Bank); and (ciii) as between the Borrowers relevant Obligor and the Recovering Lender Bank, the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers relevant Obligor to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the a Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (c) Each Lender Bank shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purposes purpose of this clause 13.315.2. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.315.2, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agentin breach of clause 22.3 (Majority Bank matters: enforcement). (e) The amounts due from each relevant Obligor to each of the Banks shall reflect any payments and receipts among the Banks prescribed by this clause. (f) Nothing in this clause 15.2 shall prevent the Issuing Bank from recovering from the relevant Borrowers any amounts due under a Letter of Credit issued by the Issuing Bank or appropriating any cash cover provided by an Obligor under this Agreement provided that any cash cover not ultimately applied in respect of an amount due under a Letter of Credit shall be turned over to the Facility Agent and treated as a Relevant Receipt to which the provisions of this clause 15.2 will generally apply.

Pro Rata Payments. 13.3.1 If at any time any Lender (the “Recovering Lender”) receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Payment Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Contribution or any other payment of an amount due to the Recovering Lender for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), the Recovering Lender shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Payment Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Payment Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Payment Agent, the Recovering Lender shall pay to the Payment Agent an amount equal (or equivalent) to the excess;; Table of Contents (b) the Payment Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and (c) as between the Borrowers and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender (whether to a liquidator or otherwise) each Lender to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender repay to the Recovering Lender such Lender’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Lender shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings or commence and diligently pursue separate Proceedings to enforce its rights in the same or another court (unless the Proceedings instituted by the Recovering Lender are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 13.2.1 If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 13.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 13.2.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.313.2. 13.3.4 13.2.4 Notwithstanding the foregoing provisions of this clause 13.313.2, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 (A) If at any time any Lender Bank, (the “Recovering Lender”"RECOVERING BANK") receives or recovers any amount owing to it by the Borrowers Borrower or Stena AB under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 Clause 7.1 or 6.9 7.10 (not being a payment received from an assignee, a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6Clauses 4.5, 56, 6.67.7, 11.116.1, 11.216.2, 11.3, 12.1, 17.1 or 12.2), 17.2) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”"RELEVANT RECEIPT") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 Clause 7.1 or 6.10 (7.10 as the case may be) then:be then:- (ai) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (bii) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.10Clause 7.10; and (ciii) as between the Borrowers Borrower or, as the case may be, Stena AB, and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower and Stena AB to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (B) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s pro-Bank's pro rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 (C) Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3Clause 18.2. 13.3.4 (D) Notwithstanding the foregoing provisions of this clause 13.3, Clause 18.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 13.2.1 If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers Borrower under this this-Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, 12.1 or 12.2), the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 13.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) ), each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 13.2.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.313.2. 13.3.4 13.2.4 Notwithstanding the foregoing provisions of this clause 13.313.2, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 If at any time the proportion which any Lender Bank (the “Recovering LenderBank”) receives has received or recovers any amount owing to it by the Borrowers under this Agreement recovered (other than pursuant to any other Security Document) by direct paymentfrom an Assignee, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such LenderBank’s Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 54.2, 6.65.1, 6.1, 11.1, 11.2, 11.3, 12.1, 12.1 or 12.2), ) in respect of its share of any payment to be made for the account of the Recovering Lender shallBank and one or more other Banks under any of the Security Documents is greater (the amount of the excess being referred to in this clause 13.3 as the “excess amount”) than the proportion of the share of such payment received or recovered by the Bank receiving or recovering the smallest or no proportion of its share, then: 13.3.1 within two (2) Banking Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agentrecovery, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excessexcess amount; (b) 13.3.2 the Agent shall treat the excess amount so paid by the Recovering Lender such payment as if it were a part of the payment to be made by the Borrowers and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.1013.1; and (c) 13.3.3 as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed paid to them, be treated as discharged. 13.3.2 . Each Bank shall forthwith notify the Agent of any such receipt or recovery by such Bank other than by payment through the Agent. If any part of the Relevant Receipt excess amount subsequently has to be wholly or partly refunded by the Recovering Lender (whether Bank which paid an amount equal thereto to a liquidator or otherwise) the Agent under sub-clause 13.3.1 above each Lender Bank to which any part of such Relevant Receipt amount was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such LenderBank’s pro-rata share of the amount which has to be refunded by the Recovering Lender. 13.3.3 Bank. Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.3. 13.3.4 . Notwithstanding the foregoing provisions of this clause 13.3, 13.3 no Recovering Lender Bank shall be obliged to share any Relevant Receipt excess amount which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent).

Pro Rata Payments. 13.3.1 13.2.1 If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Agent pursuant to clauses 6.1 or 6.9 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 11.3, 12.1, 12.1 or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause clauses 6.1 or 6.10 6.9 (as the case may be) then: (a) within two (2) Banking Days of demand by the Agent, the Recovering Lender Bank shall pay to the Agent an amount equal (or equivalent) to the excess; (b) the Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.106.9; and (c) as between the Borrowers and the Recovering Lender Bank the excess amount so re-distributed re­distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 13.2.2 If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s Bank's pro-rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 13.2.3 Each Lender Bank shall on request supply to the Agent such information as the Agent may from time to time request for the purposes purpose of this clause 13.313.2. 13.3.4 13.2.4 Notwithstanding the foregoing provisions of this clause 13.313.2, no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Agent). 13.2.5 For the avoidance of doubt it is hereby declared that failure by any Recovering Bank to comply with the provisions of clause 13.2 shall not release any other Recovering Bank from any of its obligations or liabilities under clause 13.2.

Pro Rata Payments. 13.3.1 (a) If at any time any Lender Bank (the “"Recovering Lender”Bank") receives or recovers any amount owing to it by the Borrowers Borrower under this Agreement (other than pursuant to any other Security Document) by direct payment, set-off or in any manner other than by payment through the Administrative Agent pursuant to clauses clause 6.1 or 6.9 6.10 (not being a payment received from a Transferee Bank or a sub-participant in such Lender’s Bank's Contribution or any other payment of an amount due to the Recovering Lender Bank for its sole account pursuant to clauses 3.63.1, 53.7, 6.64.6, 5.2, 6.7, 11.1, 11.2, 11.3, 12.1, or 12.2), ) the Recovering Lender Bank shall, within two (2) Banking Days of such receipt or recovery (a “"Relevant Receipt”") notify the Administrative Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender Bank would have received if the Relevant Receipt had been received by the Administrative Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then: (ai) within two (2) Banking Days of demand by the Administrative Agent, the Recovering Lender Bank shall pay to the Administrative Agent an amount equal (or equivalent) to the excess; (bii) the Administrative Agent shall treat the excess amount so paid by the Recovering Lender Bank as if it were a payment made by the Borrowers Borrower and shall distribute the same to the Lenders Banks (other than the Recovering LendersBank) in accordance with clause 6.10; and (ciii) as between the Borrowers Borrower and the Recovering Lender Bank the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers Borrower to the other Lenders Banks shall, to the extent of the amount so re-distributed to them, be treated as discharged. 13.3.2 (b) If any part of the Relevant Receipt subsequently has to be wholly or partly refunded by the Recovering Lender Bank (whether to a liquidator or otherwise) each Lender Bank to which any part of such Relevant Receipt was so re-distributed shall on request from the Recovering Lender Bank repay to the Recovering Lender Bank such Lender’s pro-Bank's pro rata share of the amount which has to be refunded by the Recovering LenderBank. 13.3.3 Each Lender shall on request supply to the Agent such information as the Agent may from time to time request for the purposes of this clause 13.3. 13.3.4 (d) Notwithstanding the foregoing provisions of this clause 13.3, 13.2 no Recovering Lender Bank shall be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings legal proceedings taken by it to recover any sums owing to it under this Agreement with any other party which has a legal right to, but does not, either join in such Proceedings proceedings or commence and diligently pursue separate Proceedings proceedings to enforce its rights in the same or another court (unless the Proceedings proceedings instituted by the Recovering Lender Bank are instituted by it without prior notice having been given to such party through the Administrative Agent).