Common use of Redistribution of Payment Clause in Contracts

Redistribution of Payment. If a Lender (an "Overpaid Lender") shall obtain any payment (an "Excess Payment"), whether voluntary, involuntary, through the exercise of any right of set off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to this Agreement), to be applied on account of any portion of the Loan Indebtedness owed to it in excess of its share thereof as provided for hereunder, then: (a) such Overpaid Lender shall immediately pay to the Agent an amount equal to the Excess Payment, together with interest thereon at a rate determined in accordance with such Overpaid Lender's usual banking practice in respect of deposits of amounts comparable to the amount of such payment at the time such payment is made, whereupon the Agent shall notify the Borrower of such amount and of its receipt by the Agent; (b) the Agent shall remit to each Lender (other than the Overpaid Lender) its share of such Excess Payment (calculated without reference to the share of the Overpaid Lender); (c) as between the Borrower and the Overpaid Lender, the Excess Payment shall, except as provided in paragraph (d) below, be treated as not having been paid; and (d) as between the Borrower and each Lender (other than the Overpaid Lender), the applicable share of the Excess Payment shall be treated as having been paid to each such Lender on the date such Excess Payment was made to the Overpaid Lender; provided that if all or any portion of such Excess Payment is subsequently required to be repaid by the Overpaid Lender to the Borrower, each other Lender will promptly repay to the Agent for the account of such Overpaid Lender an amount equal to any amount which such other Lender had received pursuant to this Section.

Redistribution of Payment. If a Lender (an "Overpaid Lender") shall obtain any payment (an "Excess Payment"), whether voluntary, involuntary, through the exercise of any right of set set-off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to this Agreement), to be applied on account of any portion of the Loan Indebtedness owed to it in excess of its share thereof as provided for hereunder, then, subject to any requirement of such Overpaid Lender to use such Excess Payment under and pursuant to the terms of the BEC Credit Agreement: (a) such Overpaid Lender shall immediately pay to the Agent an amount equal to the Excess Payment, together with interest thereon at a rate determined in accordance with such Overpaid Lender's usual banking practice in respect of deposits of amounts comparable to the amount of such payment at the time such payment is made, whereupon the Agent shall notify the Borrower of such amount and of its receipt by the Agent; (b) the Agent shall remit to each Lender (other than the Overpaid Lender) its share of such Excess Payment (calculated without reference to the share of the Overpaid Lender);; and (c) 14.6.2 as between the Borrower and the Overpaid Lender, the Excess Payment shall, except as provided in paragraph (dii) below, be treated as not having been paid; and (di) as between the Borrower and each Lender (other than the Overpaid Lender), the applicable share of the Excess Payment shall be treated as having been paid to each such Lender on the date such Excess Payment was made to the Overpaid Lender; provided that if all or any portion of such Excess Payment is subsequently required to be repaid by the Overpaid Lender to the Borrower, each other Lender will promptly repay to the Agent for the account of such Overpaid Lender an amount equal to any amount which such other Lender had received pursuant to this Section.

Redistribution of Payment. If any Lender shall exercise any right of counter-claim, set-off or banker’s lien or similar right with respect to the Assets of any Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim the security for which is a debt owed by it to any Borrower, it shall apportion the amount thereof proportionately between: (a) amounts outstanding at such time owed by such Borrower to such Lender under this Agreement, which amounts shall be applied in accordance with this Agreement; and (b) amounts otherwise owed to it by such Borrower. If a Lender (an "Overpaid Lender") shall obtain any payment (an "Excess Payment"), whether voluntary, involuntaryshall, through the exercise of any right a right, or the receipt of set off a secured claim described above or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to this Agreement)otherwise, to be applied on account receive payment of any a portion of the Loan Indebtedness owed aggregate amount of principal and interest due to it in excess of its share thereof as provided for hereunder, then: (a) such Overpaid hereunder which is greater than the proportion received by any other Lender shall immediately pay to the Agent an amount equal to the Excess Payment, together with interest thereon at a rate determined in accordance with such Overpaid Lender's usual banking practice in respect of deposits the aggregate amount of amounts comparable principal and interest due in respect of the Credit Facility (having regard to the amount of such payment at the time such payment is made, whereupon the Agent shall notify the Borrower of such amount and of its receipt by the Agent; (b) the Agent shall remit to each Lender (other than the Overpaid Lender) its share of such Excess Payment (calculated without reference to the share respective Outstandings of the Overpaid Lender); (c) as between the Borrower and the Overpaid Lender, the Excess Payment shall, except as provided in paragraph (d) below, be treated as not having been paid; and (d) as between the Borrower and each Lender (other than the Overpaid LenderLenders), the applicable share Lender receiving such proportionately greater payment shall purchase a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in that portion of the Excess Payment aggregate Outstandings of the other Lender or Lenders so that the respective receipts shall be treated as having been paid pro rata to each such Lender on their respective participation in the date such Excess Payment was made to the Overpaid LenderOutstandings; provided provided, however, that if all or any portion part of such Excess Payment is subsequently required to proportionately greater payment received by such purchasing Lender shall be repaid recovered by a Borrower, such purchase shall be rescinded and the Overpaid purchase price paid for such participation shall be returned by such selling Lender or Lenders to the Borrowerextent of such recovery, each other but without interest. Such Lender will shall exercise its rights in respect of such claim in a manner consistent with the rights of the Lenders entitled under this Section 12.17 to share in the benefits of any recovery on such claims. If any Lender does any act or thing permitted by this Section 12.17, it shall promptly repay provide copies of such particulars to the Agent for the account of such Overpaid Lender an amount equal to any amount which such other Lender had received pursuant to this SectionLenders.

Redistribution of Payment. (a) If a any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an "Overpaid Lender") shall obtain any payment (an "Excess Payment"), whether voluntary, involuntary, through the exercise of any right of set off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to this Agreement), to be applied on account of any portion of the Loan Indebtedness amount owed to it by a Borrower under this Agreement otherwise than through the Administrative Agent, then such Lender shall, within two Banking Days following such receipt or recovery, notify the Administrative Agent (who shall in excess turn notify the other Lenders) of such fact. (b) Subject to the other terms and conditions of this Agreement, if at any time the proportion which any Lender (a "RECOVERING LENDER") has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its share portion of any payment to be made under this Agreement by a Borrower for the account of such Recovering Lender and one or more other Lenders is greater (the amount of the excess being herein called the "EXCESS AMOUNT") than the proportion thereof as provided for hereunderreceived or recovered by the Lender or Lenders receiving or recovering the smallest proportion thereof, then: (ai) the Recovering Lender shall, within two Banking Days following such Overpaid Lender shall immediately receipt or recovery, pay to the Administrative Agent an amount equal to the Excess Payment, together with interest thereon at a rate determined in accordance with such Overpaid Lender's usual banking practice in respect of deposits of amounts comparable to the amount of such payment at the time such payment is made, whereupon the Agent shall notify the Borrower of such amount and of its receipt by the Agent;excess amount; and (bii) the Agent shall remit treat the amount received by it from the Recovering Lender pursuant to each Lender paragraph (other than i) above as if such amount had been received by it from such Borrower pursuant to its obligations under this Agreement and shall pay the Overpaid same to the Persons entitled thereto (including such Recovering Lender) its share PRO RATA to their respective entitlements thereto in which event, for all purposes in connection herewith, the Recovering Lender shall be deemed only to have received or recovered from such Borrower that portion of such Excess Payment (calculated without reference the excess amount which is actually paid to the share of Recovering Lender by the Overpaid LenderAdministrative Agent pursuant to this Section 11.4(b)(ii);. (c) as between the Borrower and the Overpaid Lender, the Excess Payment shall, except as provided in paragraph (d) below, be treated as not having been paid; and (d) as between the Borrower and each If a Lender (other than the Overpaid Lender), the applicable share of the Excess Payment shall be treated as having been that has paid to each such Lender on the date such Excess Payment was made an excess amount to the Overpaid Lender; provided that if all Administrative Agent in accordance with Section 11.4(b)(i) is required to refund the whole (or any portion a portion) of such Excess Payment is subsequently required to be repaid by the Overpaid Lender excess amount to the Borrower, then each of the other Lender will promptly repay Lenders shall pay to the Administrative Agent for the account of such Overpaid that Lender an the whole (or that proportion) of the amount equal to any received by it as a result of the distribution in respect of that excess amount which such other Lender had received made by the Administrative Agent pursuant to this SectionSection 11.4(b)(ii).

Redistribution of Payment. If a Lender Holder (an "“Overpaid Lender"Holder”) shall obtain any payment (an "“Excess Payment"”), whether voluntary, involuntary, through the exercise of any right of set off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender Holder pursuant to this Agreement), to be applied on account of any portion of the Loan Indebtedness Obligations owed to it in excess of its share thereof as provided for hereunder, then: (a) such Overpaid Lender Holder shall immediately pay to the Agent an amount equal to the Excess Payment, together with interest thereon at a rate determined in accordance with such Overpaid Lender's Holder’s usual banking business practice in respect of deposits of amounts comparable to the amount of such payment at the time such payment is made, whereupon the Agent shall notify the Borrower Issuer of such amount and of its receipt by the Agent; (b) the Agent shall remit to each Lender Holder (other than the Overpaid LenderHolder) its share of such Excess Payment (calculated without reference to the share of the Overpaid LenderHolder); (c) as between the Borrower Issuer and the Overpaid LenderHolder, the Excess Payment shall, except as provided in paragraph (d) below, be treated as not having been paid; and (d) as between the Borrower Issuer and each Lender Holder (other than the Overpaid LenderHolder), the applicable share of the Excess Payment shall be treated as having been paid to each such Lender Holder on the date such Excess Payment was made to the Overpaid LenderHolder; provided that if all or any portion of such Excess Payment is subsequently required to be repaid by the Overpaid Lender Holder to the BorrowerIssuer, each other Lender Holder will promptly repay to the Agent for the account of such Overpaid Lender Holder an amount equal to any amount which such other Lender Holder had received pursuant to this Section. This Section 15.4 shall not limit any Holders right to receive non-pro rata application of payments as provided for in Sections 6.3 and 6.4(f), respectively, and shall not require any such payments to be repaid to any other Holder under this Section 15.4.

Redistribution of Payment. (a) If any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an amount owed to it by a Borrower under this Agreement otherwise than through the Relevant Facility Agent, then such Lender shall, within two Banking Days following such receipt or recovery, notify the Relevant Facility Agent (who shall in turn notify the other Lenders) of such fact. (b) Subject to the other terms and conditions of this Agreement, if at any time the proportion which any Relevant Lender (an a "Overpaid Recovering Lender") shall obtain has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its portion of any payment (an "Excess Payment"), whether voluntary, involuntary, through the exercise of any right of set off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to made under this Agreement), to be applied on Agreement by a Borrower for the account of any portion such Recovering Lender and one or more other Relevant Lenders is greater (the amount of the Loan Indebtedness owed to it in excess of its share being herein called the "excess amount") than the proportion thereof as provided for hereunderreceived or recovered by the Relevant Lender or Relevant Lenders receiving or recovering the smallest proportion thereof, then: (ai) the Recovering Lender shall, within two Banking Days following such Overpaid Lender shall immediately receipt or recovery, pay to the Relevant Facility Agent an amount equal to the Excess Payment, together with interest thereon at a rate determined in accordance with excess amount; and (ii) the Relevant Agent shall treat the amount received by it from the Recovering Lender pursuant to paragraph (i) above as if such Overpaid Lender's usual banking practice in respect of deposits of amounts comparable amount had been received by it from such Borrower pursuant to its obligations under this Agreement and shall pay the same to the Persons entitled thereto (including such Recovering Lender) pro rata to their respective entitlements thereto in which event, for all purposes in connection herewith, the Recovering Lender shall be deemed only to have received or recovered from such Borrower that portion of the excess amount of such payment at which is actually paid to the time such payment is made, whereupon the Agent shall notify the Borrower of such amount and of its receipt Recovering Lender by the Agent; (b) the Relevant Facility Agent shall remit pursuant to each Lender (other than the Overpaid Lender) its share of such Excess Payment (calculated without reference to the share of the Overpaid Lenderthis Section 11.4(b)(ii);. (c) as between the Borrower and the Overpaid Lender, the Excess Payment shall, except as provided in paragraph (d) below, be treated as not having been paid; and (d) as between the Borrower and each If a Relevant Lender (other than the Overpaid Lender), the applicable share of the Excess Payment shall be treated as having been that has paid to each such Lender on the date such Excess Payment was made an excess amount to the Overpaid Lender; provided that if all Relevant Facility Agent in accordance with Section 11.4(b)(i) is required to refund the whole (or any portion a portion) of such Excess Payment is subsequently required to be repaid by the Overpaid Lender excess amount to the Borrower, then each of the other Lender will promptly repay Relevant Lenders shall pay to the Relevant Facility Agent for the account of such Overpaid that Lender an the whole (or that proportion) of the amount equal to any received by it as a result of the distribution in respect of that excess amount which such other Lender had received made by the Relevant Facility Agent pursuant to this SectionSection 11.4(b)(ii).

Redistribution of Payment. (a) If a any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an "Overpaid Lender") shall obtain any payment (an "Excess Payment"), whether voluntary, involuntary, through the exercise of any right of set off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to this Agreement), to be applied on account of any portion of the Loan Indebtedness amount owed to it by a Borrower under this Agreement otherwise than through the Administrative Agent, then such Lender shall, within two Banking Days following such receipt or recovery, notify the Administrative Agent (who shall in excess turn notify the other Lenders) of such fact. (b) Subject to the other terms and conditions of this Agreement, if at any time the proportion which any Relevant Lender (a “Recovering Lender”) has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its share portion of any payment to be made under this Agreement by a Borrower for the account of such Recovering Lender and one or more other Relevant Lenders is greater (the amount of the excess being in this Section 11.4 called the “excess amount”) than the proportion thereof as provided for hereunderreceived or recovered by the Relevant Lender or Relevant Lenders receiving or recovering the smallest proportion thereof, then: (ai) the Recovering Lender shall, within two Banking Days following such Overpaid Lender shall immediately receipt or recovery, pay to the Administrative Agent an amount equal to the Excess Payment, together with interest thereon at a rate determined in accordance with excess amount; and (ii) the Administrative Agent shall treat the amount received by it from the Recovering Lender pursuant to paragraph (i) above as if such Overpaid Lender's usual banking practice in respect of deposits of amounts comparable amount had been received by it from such Borrower pursuant to its obligations under this Agreement and shall pay the same to the Persons entitled thereto (including such Recovering Lender) pro rata to their respective entitlements thereto in which event, for all purposes in connection herewith, the Recovering Lender shall be deemed only to have received or recovered from such Borrower that portion of the excess amount of such payment at which is actually paid to the time such payment is made, whereupon the Agent shall notify the Borrower of such amount and of its receipt Recovering Lender by the Agent; (b) the Administrative Agent shall remit pursuant to each Lender (other than the Overpaid Lender) its share of such Excess Payment (calculated without reference to the share of the Overpaid Lenderthis Section 11.4(b)(ii);. (c) as between the Borrower and the Overpaid Lender, the Excess Payment shall, except as provided in paragraph (d) below, be treated as not having been paid; and (d) as between the Borrower and each If a Relevant Lender (other than the Overpaid Lender), the applicable share of the Excess Payment shall be treated as having been that has paid to each such Lender on the date such Excess Payment was made an excess amount to the Overpaid Lender; provided that if all Administrative Agent in accordance with Section 11.4(b)(i) is required to refund the whole (or any portion a portion) of such Excess Payment is subsequently required to be repaid by the Overpaid Lender excess amount to the Borrower, then each of the other Lender will promptly repay Relevant Lenders shall pay to the Administrative Agent for the account of such Overpaid that Lender an the whole (or that proportion) of the amount equal to any received by it as a result of the distribution in respect of that excess amount which such other Lender had received made by the Administrative Agent pursuant to this SectionSection 11.4(b)(ii).

Redistribution of Payment. If Each Lender agrees that: (a) if a Lender (an "Overpaid Lender") shall obtain any payment (an "Excess Payment"), whether voluntary, involuntary, through the exercise of any right of set off set‑off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to this Agreement), to be applied on account of any portion of the Loan Indebtedness owed to it in excess of its share thereof as provided for hereunderPro Rata Share thereof, then: (ai) such Overpaid Lender shall immediately pay purchase, on a non-recourse basis and at par, portions of the Outstandings owed to the Agent other Lenders in an amount equal to the Excess Payment, together with interest thereon at a rate determined Payment and in accordance with such Overpaid Lender's usual banking practice in respect proportions that after such purchase each Lender will be owed its Pro Rata Share of deposits of amounts comparable to the amount of such payment at the time such payment is madeLoan Indebtedness, whereupon the Agent shall notify the Borrower of such amount and of its receipt by the Agent; (bii) such Overpaid Lender shall immediately pay to the Agent an amount equal to the Excess Payment and the Agent shall remit to each Lender (other than the Overpaid Lender) its share Pro Rata Share of such Excess Payment (calculated without reference to the share of the Overpaid Lender);; and (ciii) the Agent shall notify the Borrower of its receipt of the Excess Payment and: (A) as between the Borrower and the Overpaid Lender, the Excess Payment shall, except as provided in paragraph (dB) below, be treated as not having been paid; and (dB) as between the Borrower and each Lender (other than the Overpaid Lender), the applicable share of the Excess Payment shall be treated as having been paid to each such Lender on the date such Excess Payment was made to the Overpaid Lender; provided that if all or any portion of such Excess Payment is subsequently recovered or otherwise required to be repaid by the Overpaid Lender to the BorrowerBorrower or any trustee, liquidator, receiver, receiver-manager or Person with analogous powers, each other Lender will promptly repay to the Agent for the account of such Overpaid Lender an amount equal to any amount which such other Lender had received pursuant to this SectionSection 14.4; (b) if such Lender or its Affiliate exercises any security against or right of counter‑claim, set off or banker's lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set‑off against, a debt owed by it to the Borrower, such Lender or its Affiliate shall apportion the amount thereof proportionately between: (i) all outstanding Loan Indebtedness owing by the Borrower (including the face amounts at maturity of Bankers' Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 14.4(a); and (ii) all Senior Secured Swap Obligations owing by the Borrower and the Restricted Subsidiaries, which amounts shall be shared among the Swap Lenders in accordance with Section 10.3 (and, for such purposes, the provisions of Section 14.4(a) shall apply mutatis mutandis), provided that these provisions do not apply to: (A) any cash collateral provided to a Lender or its Affiliate as security for any Permitted Lien which does not secure Senior Secured Obligations; (B) any netting arrangements or other set-off of obligations under any Hedging Agreements with the Swap Lenders; (C) any payment to which a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; or (D) any accounts receivable which are included in a Permitted Securitization Program (including the proceeds received by the purchaser of such receivables); and (c) if such Lender or its Affiliate does, or is required to do, any act or thing permitted by Section 14.4(a) or 14.4(b) above, it shall promptly provide full particulars thereof to the Agent.