Common use of Pro Rata Sharing Clause in Contracts

Pro Rata Sharing. 30.1 If at any time the proportion received or recovered by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause 9 (Payments)) in respect of its portion of any amounts due from the Borrower to the Lenders under this Agreement is greater than the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt or recovery) by the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”), then: 30.1.1 such Lender will promptly notify the Agent and pay to the Agent an amount equal to the Excess Amount within three (3) Business Days of such notification; 30.1.2 the Agent will account for such payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment by the Borrower on account of the sum owed to the Lenders under this Agreement; and 30.1.3 the liability of the Borrower to the Lenders will be adjusted in accordance with the distribution of the Excess Amount among the Lenders, (a) if the Excess Amount or any part thereof thereafter has to be repaid to the Borrower by the Lender having received the Excess Amount, each of the Lenders will repay to the Agent for the account of such Lender such proportion of the amount received by it out of the Excess Amount (plus any interest legally demanded by the Borrower in respect of such proportion) as corresponds to the proportion of the Excess Amount which has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered as a result of litigation started by a Lender to enforce its rights under this Agreement and resulting in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation and did not join in such litigation without being legally prevented from doing so.

Pro Rata Sharing. 30.1 If at any time the proportion received or recovered (whether by direct payment, by exercise of any right of set-off, combination of accounts or lien, or otherwise) by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause 9 (Payments)) in respect of its portion of any amounts the total sum which has become due to it from the Borrower to or either of the Lenders Guarantors under this Agreement is greater than the Security Documents before that time exceeds the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt Lender(s) receiving or recovery) by recovering the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent smallest proportion (if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”any), then:then:- 30.1.1 (i) such Lender will shall promptly notify the Facility Agent and within 2 Banking Days after receiving a request from the Facility Agent, that Lender shall pay to the Facility Agent an amount equal to the Excess Amount within three (3) Business Days excess and the Facility Agent shall notify the Borrower or the relevant Guarantor, as the case may be, of the receipt of such notificationamount; 30.1.2 (ii) the Facility Agent will account for such shall promptly distribute that payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment made by the Borrower on account of or the sum owed relevant Guarantor, as the case may be; and (iii) as between the Borrower and the Lenders, that excess amount shall be treated as having been paid to the Lenders to which (and in the proportions in which) it is distributed under this Agreement; and 30.1.3 (ii) above, rather than as having been paid to that Lender. Within 2 Banking Days after any Lender receives or recovers any such sum otherwise than by payment through the liability Facility Agent, that Lender shall notify the Facility Agent of the Borrower to amount and currency so received or recovered, how it was received or recovered and whether it represents principal, interest or other sums. If all or part of any amount so received or recovered by that Lender (the Lenders will be adjusted in accordance with the distribution of the Excess Amount among the Lenders, (a"RELEVANT LENDER") if the Excess Amount or any part thereof required thereafter has to be repaid to the Borrower or another obligor, as the case may be, has to be refunded by the Lender having received the Excess Amountit (with or without interest), each Lender to whom any part of the Lenders will that amount has been distributed shall repay to the Facility Agent for the account of such the Relevant Lender such proportion (within 2 Banking Days after receiving a request from the Facility Agent on behalf of the Relevant Lender) its proportionate share of the amount received by it out to be repaid to the Borrower or, as the case may be, other obligor and of the Excess Amount (plus any interest legally demanded required to be paid by the Borrower Relevant Lender on that amount in respect of such proportion) as corresponds all or any part of the period from the date of the relevant distribution to the proportion date of the Excess Amount which has to be repaid by the relevant Lender that payment to the Borrower; and Relevant Lender. Any amount received or recovered by a Lender under a novation, assignment, sub-participation or the like shall be ignored for the purpose of this Clause 20.2. Furthermore, a Lender shall not be obliged to share any amount which it has (bi) sums alone received on its own account under Clause 14 (Changes in Circumstances) or (ii) received or recovered as a result of litigation started taking legal proceedings with any other Lender which had an opportunity to participate in those legal proceedings but did not do so and did not take separate legal proceedings. The provisions of this Clause 20.2 shall not, and shall not be construed so as to, constitute a charge by a Lender to enforce its rights under this Agreement and resulting over all or any part of a sum received or recovered by it in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation and did not join the circumstances mentioned in such litigation without being legally prevented from doing soClause 20.2.

Pro Rata Sharing. 30.1 If at any time the proportion which a Bank ("Overpaid Bank") has received or recovered by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause 9 (Payments)) in respect of its portion of any amounts sum due from the Borrower an Obligor to the Lenders Banks under this Agreement the Transaction Documents is greater (the amount of the excess being herein referred to as the "excess amount") than the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt Bank receiving or recovery) by recovering the Lender and the amount which the Lender would have received smallest or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”)no proportion thereof, then: 30.1.1 such Lender will (a) the Overpaid Bank shall promptly notify the Agent and Agent; (b) the Overpaid Bank shall, within 10 Banking Days of such notification, pay to the Agent an amount equal to the Excess Amount within three (3) Business Days of such notificationexcess amount; 30.1.2 (c) the Agent will account for shall treat such payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment by the Borrower Obligor on account of the sum owed to the Lenders under this AgreementBanks as aforesaid; and 30.1.3 (d) at the option of the Overpaid Bank: (i) subject to clause 27(f), the liability of the Borrower Obligor to the Lenders will Overpaid Bank shall be adjusted increased (or treated as not having been reduced); or (ii) the Obligor shall fully indemnify the Overpaid Bank making such payment for the amount thereof; provided that: (e) if a Bank has commenced an action or proceeding in accordance any court to recover sums owing to it pursuant to this Agreement or a Transaction Document and as a result thereof, or in connection therewith, has received an excess amount, the Bank shall not be required to share any portion of such excess amount with a Bank which was notified of such legal action or proceeding and which had the distribution legal right to, but did not, join such action or proceeding or commence and diligently prosecute a separate action or proceeding to enforce its rights in the same or another court; and (f) if all or a portion of the Excess Amount among relevant receipt or payment by or to an Overpaid Bank is thereafter rescinded or must otherwise be restored to an Obligor, the Lenders, (a) if the Excess Amount or any part thereof thereafter has to be repaid to the Borrower by the Lender having received the Excess Amount, each of the Lenders will Banks shall repay to the Agent for the account of the Overpaid Bank such Lender such proportion amount as shall be necessary to ensure that (subject to clause 27(e)) all the Banks share rateably in the amount of the amount received by it out of the Excess Amount (plus any interest legally demanded receipt or payment retained by the Borrower in respect Overpaid Bank and the provisions of such proportionclause 27(c) as corresponds and (d) shall apply only to the proportion of the Excess Amount which has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered as a result of litigation started by a Lender to enforce its rights under this Agreement and resulting in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation and did not join in such litigation without being legally prevented from doing soretained amount.

Pro Rata Sharing. 30.1 27.1 If at any time the proportion received or recovered by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause clause 9 (Payments)) of the Pulp Mill Facility Agreement) in respect of its portion of any amounts due from the Borrower to the Lenders under this Agreement is greater than the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause clause 9 (Payments) of the Pulp Mill Facility Agreement (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt or recovery) by the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause clause 9 (Payments) of the Pulp Mill Facility Agreement hereinafter called the “Excess Amount”), then: 30.1.1 27.1.1 such Lender will promptly notify the Agent and pay to the Agent an amount equal to the Excess Amount within three (3) Business Days of such notification; 30.1.2 27.1.2 the Agent will account for such payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment by the Borrower on account of the sum owed to the Lenders under this Agreement; and 30.1.3 27.1.3 the liability of the Borrower to the Lenders will be adjusted in accordance with the distribution of the Excess Amount among the Lenders, (a) if the Excess Amount or any part thereof thereafter has to be repaid to the Borrower by the Lender having received the Excess Amount, each of the Lenders will repay to the Agent for the account of such Lender such proportion of the amount received by it out of the Excess Amount (plus any interest legally demanded by the Borrower in respect of such proportion) as corresponds to the proportion of the Excess Amount which has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered as a result of litigation started by a Lender to enforce its rights under this Agreement and resulting in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation and did not join in such litigation without being legally prevented from doing so.

Pro Rata Sharing. 30.1 If (a) Provided that no Acceleration Event has occurred and is continuing, if any Lender (the "SHARING LENDER") shall at any time the proportion received or recovered by any Lender obtain (whether by way of voluntary or involuntary payment, right of set-off off, or otherwise (other than through otherwise) a proportion of its Loan in any sum due from the Agent in accordance with Clause 9 (Payments)) Borrower or a proportion in respect of its portion of participation in any amounts sum due from any one or more of the Borrower to Obligors under any of the Lenders under this Agreement Transaction Documents which is greater than the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred obtained by the Lender in connection with such receipt or recovery) Lenders respectively obtaining the smallest proportion of its Loan, or as the case may be, its participation therein, including a nil receipt, (the amount so obtained by the Sharing Lender and which is attributable to such excess being here called "the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”excess amount"), then:then:- 30.1.1 such (i) the Sharing Lender will shall promptly notify the Agent and pay to the Agent Agent, for the account of the Lenders, an amount equal to the Excess Amount within three (3) Business Days excess amount, whereupon the Agent shall notify the Borrower or, as the case may be, the relevant Obligor of such notificationamount and its receipt by the Agent; 30.1.2 (ii) the Agent will account for shall treat such payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment by the Borrower or, as the case may be, the relevant Obligor on account of the sum sums owed to the Lenders under this AgreementLenders; and 30.1.3 the liability of (iii) as between the Borrower or, as the case may be, the relevant Obligor and the Sharing Lender the excess amount shall be treated as not having been paid, while as between the Borrower or, as the case may be, the relevant Obligor and each Lender it shall be treated as having been paid to the Lenders will extent any moneys are received by such Lender. (b) Each Lender shall forthwith notify the Agent of any such receipt or recovery by it other than by payment through the Agent. (c) If any excess amount subsequently has to be adjusted in accordance with wholly or partly refunded to the distribution of Borrower or, as the Excess Amount among case may be, the Lenders, relevant Obligor by any Sharing Lender which has paid an amount equal thereto to the Agent under (a) if the Excess Amount or above, each Lender to which any part thereof thereafter has to be repaid to of that amount was distributed shall on request from the Borrower by the Sharing Lender having received the Excess Amount, each of the Lenders will repay to the Agent for the account of such Sharing Lender such proportion Lender's pro rata share of the amount received by it out of the Excess Amount (plus any interest legally demanded by the Borrower in respect of such proportion) as corresponds to the proportion of the Excess Amount which has to be repaid so refunded by the relevant Sharing Lender. Each Lender shall on request supply to the Borrower; and Agent such information as the Agent may from time to time request for the purpose of this Clause 19. Notwithstanding the foregoing provisions of this Clause 19, (bi) no Sharing Lender shall be obliged to share any excess amount which it receives or recovers pursuant to legal proceedings taken by it to recover any sums recovered as owing to it under any of the Transaction Documents with any other party which has a result of litigation started by a Lender legal right to, but does not, either join in such proceedings or commence and diligently pursue separate proceedings to enforce its rights under this Agreement in the same or another court, unless the proceedings instituted by the Sharing Lender are instituted by it without prior notice having been given to such party through the Agent and resulting (ii) no Lender shall be obliged to exercise any right of set-off it may have against any or all of the Borrower or any of the Obligors at any time, or to set-off against any obligations of the Borrower, or any of the Obligors in an Excess Amount will only be shared with all Lenders relation to the Transaction Documents any sum which such Lender may hold on deposit or otherwise from the Borrower or any Obligor, or any other than Lenders which were aware right against the Borrower or any Obligor in favour of such litigation Lender which sum has been received or right has arisen unrelated to and did not join in such litigation without being legally prevented independent from doing sothe Transaction.

Pro Rata Sharing. 30.1 If at any time the proportion received or recovered by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause 9 (Payments)) in respect of its portion of any amounts due from the Borrower to the Lenders under this Agreement is greater than the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt or recovery) by the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”), then: 30.1.1 such Lender will promptly notify the Agent and pay to the Agent an amount equal to the Excess Amount within three (3) Business Days of such notification; 30.1.2 the Agent will account for such payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment by the Borrower on account of the sum owed to the Lenders under this Agreement; and 30.1.3 the liability of the Borrower to the Lenders will be adjusted in accordance with the distribution of the Excess Amount among the Lenders,, provided that: (a) if the Excess Amount or any part thereof thereafter has to be repaid to the Borrower by the Lender having received the Excess Amount, each of the Lenders will repay to the Agent for the account of such Lender such proportion of the amount received by it out of the Excess Amount (plus any interest legally demanded by the Borrower in respect of such proportion) as corresponds to the proportion of the Excess Amount which has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered as a result of litigation started by a Lender to enforce its rights under this Agreement and resulting in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation and did not join in such litigation without being legally prevented from doing so.

Pro Rata Sharing. 30.1 If at any time the proportion which a Financier (“Overpaid Financier”) has received or recovered by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause 9 (Payments)) in respect of its portion of any amounts sum due from the Borrower an Obligor to the Lenders Financiers under this Agreement the Finance Documents is greater (the amount of the excess being the “excess amount”) than the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt Financier receiving or recovery) by recovering the Lender and the amount which the Lender would have received smallest or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”)no proportion of it, then: 30.1.1 such Lender will promptly (a) the Overpaid Financier will, within 3 Business Days of the receipt or recovery, notify the Agent and Facility Agent; (b) the Overpaid Financier will, within 7 Business Days of notification, pay to the Facility Agent an amount equal to the Excess Amount within three (3) Business Days of such notificationexcess amount; 30.1.2 (c) the Facility Agent will account for such treat each payment to the Lenders (excluding the Lender having received the Excess Amountunder clause 23(b) as if it were a payment by the Borrower relevant Obligor on account of the sum owed due from the relevant Obligor and distribute it to the Lenders under this Agreement; andFinanciers (other than the Overpaid Financier) in accordance with clause 11; 30.1.3 (d) unless clause 23(e) applies: (i) the liability of the Borrower Obligor to the Lenders Overpaid Financier will be adjusted in accordance with increased (or treated as not having been reduced) by an amount equal to the distribution excess amount; and (ii) the relevant Obligor will fully indemnify the Overpaid Financier making a payment for the amount equal to the excess amount to the extent that, despite clause 23(d)(i), the Overpaid Financier’s liability has been discharged by the receipt or recovery; (e) where the amount received or recovered by the Overpaid Financier was received or recovered otherwise than by payment and the Obligor, or the person from whom the receipt or recovery was made, was insolvent at the time of the Excess Amount among receipt or recovery or became insolvent as a result of the Lenders,receipt or recovery, then: (ai) each Financier (other than the Overpaid Financier) will assign to the Overpaid Financier an amount of the Obligations owed to that Financier equal to the amount received by it as contemplated by clause 23(c); and (ii) that assignment will take effect immediately on receipt of payment by the assignor Financier as contemplated by clause 23(c); and (f) if all or a portion of the Excess Amount amount received or any part thereof thereafter has to be repaid to the Borrower recovered by the Lender having received the Excess Overpaid Financier is rescinded or must otherwise be restored to an Obligor (“Repaid Amount, ”): (i) each of the Lenders Financier will repay to the Facility Agent for the account of such Lender such the Overpaid Financier the amount as is necessary to ensure that each Financier repays its proportionate share of the Repaid Amount (together with an amount as is necessary to reimburse the Overpaid Financier for its proportion of the amount received by it out of the Excess Amount (plus any interest legally demanded by on the Borrower in respect Repaid Amount which the Overpaid Financier is required to pay) and the provisions of such proportionclauses 23(c), 23(d) as corresponds and 23(e) will apply only to the proportion of the Excess Amount which has to be repaid by the relevant Lender retained amount; (ii) to the Borrowerextent necessary, any Obligations assigned under clause 23(e) will be re-assigned; and (biii) the liability of the Obligor to each Financier will be increased (or heated as not having been reduced) by an amount equal to the amount repaid by that Financier under this clause 23(f). Despite any other provision of this clause 23, if a Financier has commenced an action or proceeding in any court to recover sums recovered owing to it under any Finance Document and as a result result, or in connection with the action or proceeding, has received an excess amount, the Financier will not be required to share any portion of litigation started by that excess amount with any Financier which was notified of the legal action or proceeding and which had the legal right to, but did not, join the action or proceeding or commence and diligently prosecute a Lender separate action or proceeding to enforce its rights under this Agreement and resulting in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation and did not join in such litigation without being legally prevented from doing sothe same or another court.

Pro Rata Sharing. 30.1 15.1 Redistribution If at any time amount owing by a Borrower under this Agreement to a Bank (the proportion received "Sharing Bank") is discharged by voluntary or recovered by any Lender by way of involuntary payment, set-off or otherwise (any other manner other than through the Facility Agent in accordance with Clause 9 (Payments)) in respect , then: 15.1.1 the Sharing Bank shall immediately notify the Facility Agent of the amount discharged and the manner of its portion receipt or recovery; 15.1.2 the Facility Agent shall determine whether the amount discharged is in excess of any amounts due from the Borrower to the Lenders under this Agreement is greater than the proportion thereof amount which the Lender Sharing Bank would have received through had the amount discharged been received by the Facility Agent if and distributed in accordance with Clause 9 (Payments) (); 15.1.3 the difference between Sharing Bank shall pay the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt or recovery) by the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”), then: 30.1.1 such Lender will promptly notify the Agent and pay to the Facility Agent an amount equal to that excess (the Excess Amount "excess amount") within three (3) 5 Business Days of such notificationdemand by the Facility Agent; 30.1.2 15.1.4 the Facility Agent will account for such payment to shall treat the Lenders (excluding the Lender having received the Excess Amount) excess amount as if it were a payment by a Borrower under Clause 9 and shall pay the Borrower on account of the sum owed excess amount to the Lenders under this AgreementBanks (other than the Sharing Bank) in accordance with Clause 9.7 (Partial Payments); and 30.1.3 15.1.5 as between the liability of relevant Borrower and the Sharing Bank the excess amount shall be treated as not having been received or recovered, and that Borrower shall owe the Sharing Bank an immediately payable debt equal to the Lenders will excess amount. 15.2 Legal proceedings Notwithstanding Clause 15.1 (Redistribution), no Sharing Bank shall be adjusted in accordance with the distribution of the Excess Amount among the Lenders, (a) if the Excess Amount obliged to share any excess amount which it receives or any part thereof thereafter has recovers pursuant to be repaid to the Borrower by the Lender having received the Excess Amount, each of the Lenders will repay to the Agent for the account of such Lender such proportion of the amount received legal proceedings taken by it out of the Excess Amount (plus to recover any interest legally demanded by the Borrower in respect of such proportion) as corresponds sums owing to the proportion of the Excess Amount it under this Agreement with any other Bank which has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered as a result of litigation started by a Lender legal right to, but does not, either join in such proceedings or commence and diligently pursue separate proceedings to enforce its rights under this Agreement rights, unless the proceedings instituted by the Sharing Bank are instituted by it without prior notice having been given to such Bank through the Facility Agent and resulting in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of opportunity to such litigation and did not Bank to join in such litigation without being legally prevented from doing soproceedings.

Pro Rata Sharing. 30.1 If at any time Subject to the proportion received or recovered by any Lender by way provisions of set-off or otherwise the next paragraph of this subsection 9.2.4, the proceeds representing each Mandatory Repayment shall be shared between the Lenders and the holders of the Notes. Such proceeds shall be allocated among such Lenders and the holders of the Notes based on the outstanding principal amount of the Loans under Facility B and Facility C and the outstanding principal amount of the Notes, determined in each case as of the date of such Mandatory Repayment. Such proceeds: (other than through a) shall be allocated on a pro rata basis (i.e., based on the Agent outstanding principal amount of the Loans under Facility B and Facility C and the outstanding principal amount of the Notes, respectively, to the sum total of such amounts); (b) to the extent payable to the Lenders, shall be paid firstly to the Facility B Lenders, secondly to the Facility C Lenders and thirdly, to the Facility A Lenders in accordance with Clause 9 each Lender's respective Commitment under the relevant Facility; and (Payments)c) in respect of its portion of any amounts due from the Borrower to the Lenders under this Agreement is greater than the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt or recovery) by the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”), then: 30.1.1 such Lender will promptly notify the Agent and pay extent payable to the Agent an amount equal to the Excess Amount within three (3) Business Days of such notification; 30.1.2 the Agent will account for such payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment by the Borrower on account holders of the sum owed Notes, shall be offered by IPG to the Lenders under this Agreement; and 30.1.3 the liability all holders of the Borrower to the Lenders will be adjusted Notes, on a pro rata basis (in accordance with the distribution respective outstanding principal amounts of the Excess Amount among Notes then held by each such holder) as a prepayment thereof, in each case, as provided in the Lenders, Note Agreements. Any portion of such proceeds which is refused by a holder of Notes, or for which no response is received within the applicable delay following the offer to prepay, shall be re-offered on a pro rata basis to those holders of Notes which have accepted such offer in whole or in part, the whole in accordance with the provisions of the Note Agreement and the Inter-Creditor Agreement. To the extent that the remaining proceeds are not accepted for prepayment by such holders within the applicable delay, such proceeds shall be paid to the Lenders as provided in clause (ab) if above. Notwithstanding any other provision hereof, the Excess Amount or Borrowers shall use reasonable efforts to maximize the amount of the Loans allocated to Facility B and Facility C on any part thereof thereafter has date on which a Mandatory Repayment is to be repaid made, so as to maximize the Borrower by the Lender having received the Excess Amount, each pro rata share of the Lenders will with respect to any such Mandatory Repayment. Notwithstanding the foregoing, the first US$5,000,000 of Mandatory Repayments arising pursuant to subsection 9.2.2 shall be applied firstly to repay the Loan without having to share under the preceding paragraph. In addition, to the Agent for extent that the account of such Lender such proportion aggregate amount of the Equity Interests or Debt issued as described in subsection 9.2.1 exceeds the amount received by it out of the Excess Amount (plus any interest legally demanded by the Borrower in respect of Loan under Facility B, such proportion) as corresponds excess amount shall be paid to the proportion Lenders alone, without Pro Rata Sharing, provided that no Default has occurred and is continuing and no Event of the Excess Amount which Default has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered as a result of litigation started by a Lender to enforce its rights under this Agreement occurred and resulting in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation and did has not join in such litigation without being legally prevented from doing sobeen waived.

Pro Rata Sharing. 30.1 If at any time In the proportion received or recovered by event that any Lender by way or Agent Bank receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise otherwise) under this Agreement from the Co-Borrowers or other persons (other than through those received from the Agent Banks in accordance with Clause 9 (PaymentsSection 8.1 hereof)) in respect of its portion of any amounts due from , the Borrower Lender shall immediately deliver such payment to the Lenders under this Agreement is greater than the proportion thereof which the Lender would have received through the Facility Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt or recovery) by the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”), then: 30.1.1 such Lender will promptly notify the Agent and pay to the Agent an amount equal to the Excess Amount within three (3) Business Days after receipt of such notification; 30.1.2 the same for the Facility Agent will account for to distribute such payment to each Lender based on its Risk Sharing Ratio. The Facility Agent shall deem such payment as payment directly made by the Lenders (excluding Co-Borrowers to the Facility Agent for the sums due and payable hereunder; therefore, such sums shall be deemed as unrepaid by the Co-Borrowers to the Lender having originally receiving the payment, and such Lender shall remain entitled to all the rights against the Co-Borrowers and such other rights relating to such payment except for the amount received the Excess Amount) as if it were a payment by the Borrower on account of the sum owed to the Lenders under this Agreement; and 30.1.3 the liability of the Borrower to the Lenders will be adjusted in accordance with from the distribution of the Excess Amount Facility Agent. Notwithstanding the foregoing under this Article, in the event that any Lender is required to return to the Co-Borrowers any amount received from the Co-Borrowers and distributed in accordance with this Article, the other Lenders shall provide funds to the Facility Agent for it to return the same to such Lender and for such Lender to return the amount to the Co-Borrowers (less any amount that such Lender has received from the distribution of the Facility Agent). Each Lender understands that although each Lender shall be deemed a creditor jointly and severally with each other with respect to the claims hereunder against the Co-Borrowers, among the Lenders, (a) if the Excess Amount or any part thereof thereafter has to , each Lender shall be repaid and shall enjoy the Security Interests based on the Risk Sharing Ratio, and any and all the losses and risks relating to the Borrower by the Lender having received the Excess Amount, each of the Lenders will repay to the Agent for the account of such Lender such proportion of the amount received by it out of the Excess Amount (plus any interest legally demanded by the Borrower in respect of such proportion) as corresponds to the proportion of the Excess Amount which has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered as a result of litigation started by a Lender to enforce its rights facility under this Agreement and resulting in an Excess Amount will only shall be shared with all Lenders other than Lenders which were aware of such litigation and did not join in such litigation without being legally prevented from doing soalso born by each Lender based on the Risk Sharing Ratio.

Pro Rata Sharing. 30.1 If at any time the proportion received or recovered (whether by direct payment, by exercise of any right of set-off, combination of accounts or lien, or otherwise) by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause 9 (Payments)) in respect of its portion of any amounts the total sum which has become due to it from the Borrower to under the Lenders under this Agreement is greater than Security Documents before that time exceeds the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt Lender(s) receiving or recovery) by recovering the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent smallest proportion (if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”any), then: 30.1.1 (a) such Lender will shall promptly notify the Administrative Agent and within 2 business days after receiving a request from the Administrative Agent, that Lender shall pay to the Administrative Agent an amount equal to the Excess Amount within three (3) Business Days excess and the Administrative Agent shall notify the Borrower of the receipt of such notificationamount; 30.1.2 (b) the Administrative Agent will account for such shall promptly distribute that payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment made by the Borrower; and (c) as between the Borrower on account of and the sum owed Lenders, that excess amount shall be treated as having been paid to the Lenders to which (and in the proportions in which) it is distributed under this Agreement; and 30.1.3 (b) above, rather than as having been paid to that Lender. Within 2 business days after any Lender receives or recovers any such sum otherwise than by payment through the liability Administrative Agent, that Lender shall notify the Administrative Agent of the Borrower to amount and currency so received or recovered, how it was received or recovered and whether it represents principal, interest or other sums. If all or part of any amount so received or recovered by that Lender (the Lenders will be adjusted in accordance with the distribution of the Excess Amount among the Lenders, (a"Relevant Lender") if the Excess Amount or any part thereof required thereafter has to be repaid to the Borrower has to be refunded by the Lender having received the Excess Amountit (with or without interest), each Lender to whom any part of the Lenders will that amount has been distributed shall repay to the Administrative Agent for the account of such the Relevant Lender such proportion (within 2 business days after receiving a request from the Administrative Agent on behalf of the Relevant Lender) its proportionate share of the amount received by it out to be repaid to the Borrower and of the Excess Amount (plus any interest legally demanded required to be paid by the Borrower Relevant Lender on that amount in respect of such proportion) as corresponds all or any part of the period from the date of the relevant distribution to the proportion date of the Excess Amount which has to be repaid by the relevant Lender that payment to the Borrower; and Relevant Lender. Any amount received or recovered by a Lender under a novation, assignment, sub-participation or the like shall be ignored for the purpose of this Clause 20.2. Furthermore, a Lender shall not be obliged to share any amount which it has (bi) sums alone received on its own account under Clause 13 (Changes in Circumstances) or (ii) received or recovered as a result of litigation started by a taking legal proceedings with any other Lender which had an opportunity to enforce its rights under this Agreement and resulting participate in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation those legal proceedings but did not do so and did not join in such litigation without being legally prevented from doing sotake separate legal proceedings.

Pro Rata Sharing. 30.1 If at any time the proportion received or recovered by any Lender by way of set-off receives any amount from the ---------------- Borrower or otherwise in respect of amounts due from the Borrower hereunder (other than through the Facility Agent pursuant to Clause 10.02) whether by way of voluntary or involuntary payment, set-off or otherwise, it will promptly pay to the Facility Agent the amount so received for distribution to the Lenders pro rata in accordance with Clause 9 (Payments)) their respective participations in respect of its portion of any amounts due from the Borrower to the Lenders under this Agreement is greater than the proportion thereof which the Lender would have received through the such amount. The Facility Agent if distributed in accordance with Clause 9 (Payments) (the difference between the shall treat such amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt or recovery) by the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”), then: 30.1.1 such Lender will promptly notify the Agent and pay to the Agent an amount equal to the Excess Amount within three (3) Business Days of such notification; 30.1.2 the Agent will account for such payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment by the Borrower directly to the Facility Agent on account of amounts due from the sum owed Borrower hereunder so that, as between the Borrower and the Lender who originally received the amount, the amount shall not be treated as having been paid and such Lender shall retain all its rights against the Borrower or otherwise with respect to such amount (except to the Lenders under this Agreement; and 30.1.3 the liability extent of the Borrower to the Lenders will be adjusted in accordance with the distribution of the Excess Amount among the Lenders, (a) if the Excess Amount or any part thereof thereafter has to be repaid to the Borrower by the Lender having received the Excess Amount, each of the Lenders will repay to the Agent for the account of such Lender such proportion of the amount sum received by it out from such distribution by the Facility Agent). Notwithstanding the foregoing provisions of this Clause 15.03 but subject to the provisions of the Excess Amount Proceeds Agreement, (plus i) no Lender shall be required to share any interest legally demanded by the Borrower in respect of such proportion) as corresponds to the proportion of the Excess Amount amount which it has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered received as a result of litigation started by any legal proceedings commenced against the Borrower to recover sums owing to it under this Agreement with any other Lender which has a Lender legal right to but does not join in such legal proceedings after having been given reasonable opportunity so to do or which does not commence a separate action to enforce its rights under this Agreement against the Borrower and resulting in (ii) if any Lender is required to repay to the Borrower any part of an Excess Amount will only be amount originally received by it from the Borrower (which amount such Lender has shared with all the other Lenders in accordance with this Clause 15.03), the other than Lenders shall promptly pay to the Facility Agent, for onward payment to such Lender, their pro rata portion of the amount which were aware of such litigation Lender shall be required to repay to the Borrower, and did not join in the Facility Agent shall pay to such litigation without being legally prevented Lender the amounts actually received from doing sothe other Lenders.

Pro Rata Sharing. 30.1 If at any time the proportion which a Financier (“Overpaid Financier”) has received or recovered by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause 9 (Payments)) in respect of its portion of any amounts sum due from the Borrower an Obligor to the Lenders Financiers under this Agreement the Finance Documents is greater (the amount of the excess being the “excess amount”) than the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt Financier receiving or recovery) by recovering the Lender and the amount which the Lender would have received smallest or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”)no proportion of it, then: 30.1.1 such Lender will promptly (a) the Overpaid Financier will, within 3 Business Days of the receipt or recovery, notify the Agent and Facility Agent; (b) the Overpaid Financier will, within 7 Business Days of notification, pay to the Facility Agent an amount equal to the Excess Amount within three (3) Business Days of such notificationexcess amount; 30.1.2 (c) the Facility Agent will account for such treat each payment to the Lenders (excluding the Lender having received the Excess Amountunder clause 23(b) as if it were a payment by the Borrower relevant Obligor on account of the sum owed due from the relevant Obligor and distribute it to the Lenders under this Agreement; andFinanciers (other than the Overpaid Financier) in accordance with clause 11; 30.1.3 (d) unless clause 23(e) applies: (i) the liability of the Borrower Obligor to the Lenders Overpaid Financier will be adjusted in accordance with increased (or treated as not having been reduced) by an amount equal to the distribution excess amount; and (ii) the relevant Obligor will fully indemnify the Overpaid Financier making a payment for the amount equal to the excess amount to the extent that, despite clause 23(d)(i), the Overpaid Financier’s liability has been discharged by the receipt or recovery; (e) where the amount received or recovered by the Overpaid Financier was received or recovered otherwise than by payment and the Obligor, or the person from whom the receipt or recovery was made, was insolvent at the time of the Excess Amount among receipt or recovery or became insolvent as a result of the Lenders,receipt or recovery, then: (ai) each Financier (other than the Overpaid Financier) will assign to the Overpaid Financier an amount of the Obligations owed to that Financier equal to the amount received by it as contemplated by clause 23(c); and (ii) that assignment will take effect immediately on receipt of payment by the assignor Financier as contemplated by clause 23(c); and (f) if all or a portion of the Excess Amount amount received or any part thereof thereafter has to be repaid to the Borrower recovered by the Lender having received the Excess Overpaid Financier is rescinded or must otherwise be restored to an Obligor (“Repaid Amount, ”): (i) each of the Lenders Financier will repay to the Facility Agent for the account of such Lender such the Overpaid Financier the amount as is necessary to ensure that each Financier repays its proportionate share of the Repaid Amount (together with an amount as is necessary to reimburse the Overpaid Financier for its proportion of the amount received by it out of the Excess Amount (plus any interest legally demanded by on the Borrower in respect Repaid Amount which the Overpaid Financier is required to pay) and the provisions of such proportionclauses 23(c), 23(d) as corresponds and 23(e) will apply only to the proportion of the Excess Amount which has to be repaid by the relevant Lender retained amount; (ii) to the Borrowerextent necessary, any Obligations assigned under clause 23(e) will be re-assigned; and (biii) the liability of the Obligor to each Financier will be increased (or treated as not having been reduced) by an amount equal to the amount repaid by that Financier under this clause 23(f). Despite any other provision of this clause 23, if a Financier has commenced an action or proceeding in any court to recover sums recovered owing to it under any Finance Document and as a result result, or in connection with the action or proceeding, has received an excess amount, the Financier will not be required to share any portion of litigation started by that excess amount with any Financier which was notified of the legal action or proceeding and which had the legal right to, but did not, join the action or proceeding or commence and diligently prosecute a Lender separate action or proceeding to enforce its rights under this Agreement and resulting in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation and did not join in such litigation without being legally prevented from doing sothe same or another court.

Pro Rata Sharing. 30.1 If at any time the proportion received or recovered (whether by direct payment, by exercise of any right of set-off, combination of accounts or lien, or otherwise) by any Lender by way of set-off or otherwise (other than through the Agent in accordance with Clause 9 (Payments)Recovering Lender) in respect of its portion of any amounts the total sum which has become due to it from the Borrower to the Lenders under this Agreement is greater than before that time exceeds the proportion thereof which the Lender would have received through the Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt Lender(s) receiving or recovery) by recovering the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent smallest proportion (if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”any), then: 30.1.1 (a) within two Business Days after the Recovering Lender receives or recovers any such sum, the Recovering Lender will promptly shall notify the Agent of the amount and currency so received or recovered, how it was received or recovered and whether it represents principal, interest or other sums and in respect of which tranche. (b) within two Business Days after receiving a request from the Agent, the Recovering Lender shall pay to the Agent an amount equal to the Excess Amount within three (3) Business Days of such notificationexcess; 30.1.2 (c) the Agent will account for such shall promptly redistribute that payment to the Lenders (excluding the Lender having received the Excess Amount) as if it were a payment made by the Borrower on account of the sum owed to the Lenders under this Agreement; and 30.1.3 the liability of the Borrower to the Lenders will be adjusted in accordance with the distribution of the Excess Amount among the Lenders, (a) if the Excess Amount or any part thereof thereafter has to be repaid to the Borrower by the Lender having received the Excess Amount, each of the Lenders will repay to the Agent for the account of such Lender such proportion of the amount received by it out of the Excess Amount (plus any interest legally demanded by the Borrower in respect of such proportion) as corresponds to the proportion of the Excess Amount which has to be repaid by the relevant Lender to the Borrower; and (bd) sums as between the Borrower and the Lenders, that excess amount shall be treated as having been paid to the Lenders to which (and in the proportions in which) it is redistributed under Clause 23.2(c), rather than as having been paid to the Recovering Lender and the Recovering Lender will be subrogated to the rights of the other Lenders which have shared in the redistribution, which other Lenders agree to waive the benefit of Article 1252 of the French Civil Code in connection therewith. If all or part of any amount received or recovered by the Recovering Lender has to be refunded by it (with or without interest), each Lender to whom any part of that amount has been redistributed shall (within two Business Days after receiving a request from that Lender) in turn pay to that Lender its proportionate share of the amount to be refunded and of any interest required to be paid by the Recovering Lender on that amount in respect of all or any part of the period from the date of the relevant redistribution to the date of that payment to the Recovering Lender. Any amount received or recovered by a Lender under a transfer, assignment, sub-participation (or the like) shall be ignored for the purpose of this Clause 23.2 (except to the extent, if any, that such amount is received or recovered from or is, to that Lender’s knowledge, funded by the Borrower or any other member of the Consolidated Group). Furthermore, a Lender shall not be obliged to share any amount which it has received or recovered as a result of litigation started by a taking legal proceedings with any other Lender which had an opportunity to enforce its rights under this Agreement and resulting participate in an Excess Amount will only be shared with all Lenders other than Lenders which were aware of such litigation those legal proceedings but did not do so and did not join in such litigation without being legally prevented from doing sotake separate legal proceedings.

Pro Rata Sharing. 30.1 If at any time any Lenders or the proportion Facility Agent receives any payment under the Agreement from the Borrower (except for those received or recovered by any Lender by way of set-off or otherwise (other than through from the Facility Agent in accordance with Clause 9 (Payments)) in respect Paragraph 1 of its portion of any amounts due from Article 8), whether voluntary or involuntary payment or offset or otherwise, the Borrower Lender shall transfer to the Lenders under this Agreement is greater than the proportion thereof which the Lender would have received through the Facility Agent if distributed in accordance with Clause 9 (Payments) (the difference between the amount so received or recovered (after deduction of any costs incurred by the Lender in connection with such receipt or recovery) by the Lender and the amount which the Lender would have received or recovered had the recovery been received through the Agent if distributed in accordance with Clause 9 (Payments) hereinafter called the “Excess Amount”), then: 30.1.1 such Lender will promptly notify the Agent and pay to the Agent an amount equal to the Excess Amount within three (3) Business Days after the receipt, for the purpose of further distribution to each Lender based on their respective Risk Sharing Percentage. The Facility Agent shall deem such notification; 30.1.2 amount as the Agent will account Borrower’s direct payment for the amount due under the Agreement; therefore, such amount shall be considered unpaid between the Borrower and the respective Lender originally receiving the payment, and such Lender still has the claim against the Borrower and other relevant rights to such payment to the Lenders (excluding those amount of the payment received by way of distribution from the Facility Agent). Notwithstanding the foregoing, if any Lender having received the Excess Amount) as if it were a payment by is required to repay the Borrower on account any part of the sum owed to the Lenders under this Agreement; and 30.1.3 the liability of an amount originally received by it from the Borrower and shared pursuant to this Article, the other Lenders will be adjusted in accordance with shall make funds available to enable the distribution of Facility Agent to reimburse such Lender for the Excess Amount among the Lenders, (a) if the Excess Amount or any part thereof thereafter has amount required to be repaid to the Borrower (excluding any sum which such Lender has received by the Lender having received the Excess Amount, each way of the Lenders will repay to the Agent for the account distribution of such amount from the Facility Agent). Each Lender such proportion of the amount received by it out of the Excess Amount (plus any interest legally demanded by understands that their creditors’ rights against the Borrower in respect of such proportion) as corresponds to the proportion of the Excess Amount which has to be repaid by the relevant Lender to the Borrower; and (b) sums recovered as a result of litigation started by a Lender to enforce its rights under this Agreement are joint and resulting in an Excess Amount will only several; yet, among the Lenders, their creditors’ rights and the Rights and Interests of Security enjoyed shall be shared with based on their respective Risk Sharing Percentage. All the loan related losses and risks incurred under this Agreement shall be assumed by all Lenders other than Lenders which were aware based on their respective Risk Sharing Percentage. Table of such litigation Contents Article 15 Lead Arranger, Xxxxxxx and did not join in such litigation without being legally prevented from doing so.Facility Agent