Common use of Pro Rata Sharing Clause in Contracts

Pro Rata Sharing. If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Co-borrowers or otherwise in respect of sums due from the Co-borrowers (other than in accordance with Clause 10.2) and applies that amount to a payment due under the Finance Documents then: (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 10.2, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 15.4. The Facility Agent shall treat the Sharing Payment as if it had been paid by the Co-borrowers or relevant Guarantors and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with this Clause 15.4. On a distribution by the Facility Agent under this Clause 15.4, the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution. If and to the extent that the Recovering Finance Party is not able to rely on its rights of subrogation, the Co-borrowers shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (i) each Finance Party which has received a share of the relevant Sharing Payment pursuant to this Clause 15.4 shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (ii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Co-borrowers will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 15.4 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Co-borrowers or the relevant Guarantors. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if it notified that other Finance Party of the legal or arbitration proceedings and that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. 8.6.1 If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Co-borrowers or otherwise in respect of sums due from the Co-borrowers (an Obligor other than in accordance with Clause 10.2) this clause 8 and applies that amount to a payment due under the Finance Facility Documents then: (a) the Recovering Finance Party shall, shall within three (3) Business Days, Days notify details of the receipt or recovery, recovery to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 10.2the relevant provisions of this clause 8, without taking account of any tax Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shall, shall within three (3) Business Days of demand by the Facility Agent, Agent pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, made in accordance with the relevant provisions of this Clause 15.4clause 8. DPP — Execution Version 8.6.2 The Facility Agent shall treat the Sharing Payment as if it had been paid by the Co-borrowers or relevant Guarantors Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with the relevant provisions of this Clause 15.4. clause 8. 8.6.3 On a distribution by the Facility Agent under this Clause 15.4clause 8.6.2, the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution. . 8.6.4 If and to the extent that the Recovering Finance Party is not able to rely on its rights of subrogationunder clause 8.6.3, the Co-borrowers relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. . 8.6.5 If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, Party then: (ia) each Finance Party which has received a share of the relevant Sharing Payment pursuant to this Clause 15.4 shall, clause 8.6.2 shall upon the request of the Facility Agent, Agent pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an such amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (iib) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Co-borrowers relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed. . 8.6.6 This Clause 15.4 clause 8.6 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clauseclause 8.6, have a valid and enforceable claim against the Co-borrowers or the relevant Guarantors. Obligor. 8.6.7 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if proceedings if: (a) it notified that other Finance Party of the legal or arbitration proceedings and proceedings; and (b) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. 28.1 Redistribution If any amount owing by a Borrower under the Finance Documents to a Finance Party (a “Recovering the "recovering Finance Party”") receives is discharged by payment, set-off or recovers any amount from the Co-borrowers or otherwise in respect of sums due from the Co-borrowers (other manner other than through the Agent in accordance with Clause 10.210 (Payments) and applies that amount to (a payment due under the Finance Documents then:"recovery"), then:- (a) the Recovering recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, recovery to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount which the Recovering recovering Finance Party would have been paid received had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 10.2, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and10 (Payments); (c) subject to Clause 28.3 (Exception), the Recovering recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”"redistribution") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by excess; (d) the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 15.4. The Facility Agent shall treat the Sharing Payment redistribution as if it had been paid were a payment by the Co-borrowers or relevant Guarantors Borrower concerned under Clause 10 (Payments) and distribute it between shall pay the redistribution to the Finance Parties (other than the Recovering recovering Finance Party) in accordance with this Clause 15.4. On a distribution by 10.7 (Partial Payments); and (e) after payment of the Facility Agent under this Clause 15.4full redistribution, the Recovering recovering Finance Party will be subrogated to the rights portion of the claims paid under paragraph (d) above, and that Borrower will owe the recovering Finance Parties Party a debt which have shared in is equal to the redistribution, immediately payable and of the type originally discharged. 28.2 Reversal of redistribution If under Clause 28.1 (Redistribution):- (a) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to a Borrower; and (b) the recovering Finance Party has paid a redistribution in relation to that recovery, each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party together with interest on the amount to be returned to the recovering Finance Party for the period whilst it held the re-distribution. If and Thereupon the subrogation in Clause 28.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement. 28.3 Exceptions (a) A recovering Finance Party need not pay a redistribution to the extent that the Recovering Finance Party is not able to rely on its rights of subrogation, the Co-borrowers shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (i) each Finance Party which has received a share of the relevant Sharing Payment pursuant to this Clause 15.4 shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (ii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Co-borrowers will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 15.4 shall not apply to the extent that the Recovering Finance Party it would not, after making any payment pursuant to this Clausethe payment, have a valid and enforceable claim against the Co-borrowers or Borrower concerned in the relevant Guarantors. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if it notified that other Finance Party of the legal or arbitration proceedings and that other Finance Party had an opportunity redistribution pursuant to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedingsClause 28.1(e) (Redistribution).

Pro Rata Sharing. 32.1 Redistribution -------------- If any amount owing by an Obligor under this Agreement to a Finance Party (a “Recovering the "recovering Finance Party”") receives is discharged by payment, ------------------------ set-off or recovers any amount from the Co-borrowers or otherwise in respect of sums due from the Co-borrowers (other manner other than through the Agent in accordance with Clause 10.212 (Payments) and applies that amount to (a payment due under the Finance Documents then:"recovery"), then:- -------- (a) the Recovering recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, recovery to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount which the Recovering recovering Finance Party would have been paid received had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 10.2, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and12 (Payments); (c) subject to Clause 32.3 (Exception), the Recovering recovering Finance Party shall, shall within three (3) Business Days of demand by the Facility Agent, Agent pay to the Facility Agent an amount (the “Sharing Payment”"redistribution") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by -------------- excess; (d) the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 15.4. The Facility Agent shall treat the Sharing Payment redistribution as if it had been paid were a payment by the Co-borrowers or relevant Guarantors Obligor concerned under Clause 12 (Payments) and distribute it between shall pay the redistribution to the Finance Parties (other than the Recovering recovering Finance Party) in accordance with this Clause 15.4. On a distribution by 12.7 (Partial Payments); and (e) after payment of the Facility Agent under this Clause 15.4full redistribution, the Recovering recovering Finance Party will be subrogated to the rights portion of the Finance Parties which have shared in claims paid under paragraph (d) above and that Obligor will owe the redistribution. If and to the extent that the Recovering recovering Finance Party is not able to rely on its rights of subrogation, the Co-borrowers shall be liable to the Recovering Finance Party for a debt which is equal to the Sharing Payment which is redistribution, immediately due payable and payable. If any part of the Sharing Payment received or recovered by type originally discharged. 32.2 Reversal of redistribution -------------------------- If under Clause 32.1 (Redistribution):- (a) a Recovering recovering Finance Party becomes repayable and is repaid by that Recovering Finance Partymust subsequently return a recovery, then: (i) each Finance Party which has received a share of the relevant Sharing Payment pursuant to this Clause 15.4 shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party or an amount equal measured by reference to the appropriate part of its share of the Sharing Payment (together with a recovery, to an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay)Obligor; and (iib) the recovering Finance Party has paid a redistribution in relation to that Recovering recovery, each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party’s rights of . Thereupon, the subrogation in respect of any reimbursement shall be cancelled and the Co-borrowers Clause 32.1(e) (Redistribution) will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 15.4 shall not apply operate in reverse to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Co-borrowers or the relevant Guarantors. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if it notified that other Finance Party of the legal or arbitration proceedings and that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedingsreimbursement.

Pro Rata Sharing. If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Co-borrowers Borrower or otherwise in respect of sums due from the Co-borrowers Borrower (other than in accordance with Clause 10.29.2 (Payments by Borrower)) and applies that amount to a payment due under the Finance Documents then: (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 10.29.2 (Payments by Borrower), without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 15.414.2. The Facility Agent shall treat the Sharing Payment as if it had been paid by the Co-borrowers or relevant Guarantors Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with this Clause 15.414.2. On a distribution by the Facility Agent under this Clause 15.414.2, the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution. If and to the extent that the Recovering Finance Party is not able to rely on its rights of subrogation, the Co-borrowers Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (i) each Finance Party which has received a share of the relevant Sharing Payment pursuant to this Clause 15.4 14.2 shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (ii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Co-borrowers Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 15.4 14.2 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Co-borrowers or the relevant GuarantorsBorrower. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if it notified that other Finance Party of the legal or arbitration proceedings and that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Co-borrowers Borrower or otherwise in respect of sums due from the Co-borrowers Borrower (other than in accordance with Clause 10.212.2 or the terms of any Fee Letter) and applies that amount to a payment due under the Finance Documents then: (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 10.212.2 or the terms of the relevant Fee Letter, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 15.417.4. The Facility Agent shall treat the Sharing Payment as if it had been paid by the Co-borrowers or relevant Guarantors Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with this Clause 15.417.4. On a distribution by the Facility Agent under this Clause 15.417.4, the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution. If and to the extent that the Recovering Finance Party is not able to rely on its rights of subrogation, the Co-borrowers Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (i) each Finance Party which has received a share of the relevant Sharing Payment pursuant to this Clause 15.4 17.4 shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (ii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Co-borrowers Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 15.4 17.4 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Co-borrowers or the relevant GuarantorsBorrower. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if it notified that other Finance Party of the legal or arbitration proceedings and that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Co-borrowers Borrower or otherwise in respect of sums due from the Co-borrowers Borrower (other than in accordance with Clause 10.212.2 or the terms of any Fee Letter) and applies that amount to a payment due under the Finance Documents then: (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 10.212.2 or the terms of the relevant Fee Letter, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 15.417.4. The Facility Agent shall treat the Sharing Payment as if it had been paid by the Co-borrowers or relevant Guarantors Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with this Clause 15.417.4. On a distribution by the Facility Agent under this Clause 15.417.4, the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution. If and to the extent that the Recovering Finance Party is not able to rely on its rights of subrogation, the Co-borrowers Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (i) each Finance Party which has received a share of the relevant Sharing Payment pursuant to this Clause 15.4 17.4 shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (ii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Co-borrowers Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 15.4 17.4 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Co-borrowers or the relevant GuarantorsBorrower. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if it notified that other Finance Party of the legal or arbitration proceedings and that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. 28.1 Redistribution If any amount owing by the Borrower under the Finance Documents to a Finance Party (a “Recovering the "recovering Finance Party”") receives is discharged by payment, set-off or recovers any amount from the Co-borrowers or otherwise in respect of sums due from the Co-borrowers (other manner other than through the Agent in accordance with Clause 10.210 (Payments) and applies that amount to (a payment due under the Finance Documents then:"recovery"), then:- (a) the Recovering recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, recovery to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount which the Recovering recovering Finance Party would have been paid received had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 10.2, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and10 (Payments); (c) subject to Clause 28.3 (Exception), the Recovering recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”"redistribution") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by excess; (d) the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 15.4. The Facility Agent shall treat the Sharing Payment redistribution as if it had been paid were a payment by the Co-borrowers or relevant Guarantors Borrower concerned under Clause 10 (Payments) and distribute it between shall pay the redistribution to the Finance Parties (other than the Recovering recovering Finance Party) in accordance with this Clause 15.4. On a distribution by 10.7 (Partial Payments); and (e) after payment of the Facility Agent under this Clause 15.4full redistribution, the Recovering recovering Finance Party will be subrogated to the rights portion of the claims paid under paragraph (d) above, and the Borrower will owe the recovering Finance Parties Party a debt which have shared in is equal to the redistribution, immediately payable and of the type originally discharged. 28.2 Reversal of redistribution If under Clause 28.1 (Redistribution):- (a) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to a Borrower; and (b) the recovering Finance Party has paid a redistribution in relation to that recovery, each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party together with interest on the amount to be returned to the recovering Finance Party for the period whilst it held the re-distribution. If and Thereupon the subrogation in Clause 28.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement. 28.3 Exceptions (a) A recovering Finance Party need not pay a redistribution to the extent that the Recovering Finance Party is not able to rely on its rights of subrogation, the Co-borrowers shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (i) each Finance Party which has received a share of the relevant Sharing Payment pursuant to this Clause 15.4 shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (ii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Co-borrowers will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 15.4 shall not apply to the extent that the Recovering Finance Party it would not, after making any payment pursuant to this Clausethe payment, have a valid and enforceable claim against the Co-borrowers or Borrower in the relevant Guarantors. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if it notified that other Finance Party of the legal or arbitration proceedings and that other Finance Party had an opportunity redistribution pursuant to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedingsClause 28.1(e) (Redistribution).