Common use of Redistribution of payments Clause in Contracts

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility Agent, if at any time a Facility Lender receives or recovers by way of set-off, the exercise of any lien or otherwise from any Security Party, an amount greater than that Facility Lender’s Proportionate Share of any sum due from that Security Party to the Facility Lenders under the Facility Documents (the amount of the excess being referred to in this clause 15.16 and in clause 15.17 as the Excess Amount) then: 15.16.1 that Facility Lender shall within three (3) Banking Days notify the Facility Agent (which shall promptly notify each other Facility Lender); 15.16.2 that Facility Lender shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party in question on account of the sum due from that Security Party to the Facility Lenders and shall account to the Facility Lenders in respect of the Excess Amount in accordance with the provisions of this clause 15.16. However, if a Facility Lender has commenced any legal proceedings to recover sums owing to it under the Facility Documents and, as a result of, or in connection with, those proceedings has received an Excess Amount, the Facility Agent shall not distribute any of that Excess Amount to any other Facility Lender which had been notified of the proceedings and had the legal right to, but did not, join those proceedings or commence and diligently prosecute separate proceedings to enforce its rights in the same or another court.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility Agent, if at any time a Facility Lender receives or recovers by way of set-off, the exercise of any lien or otherwise from any Security Party, an amount greater than that Facility Lender’s Proportionate Share of any sum due from that Security Party to the Facility Lenders under the Facility Finance Documents (the amount of the excess being referred to in this clause Clause 15.16 and in clause Clause 15.17 (Rescission of Excess Amount) as the “Excess Amount”) then: 15.16.1 that Facility Lender shall within three (3) Banking Days promptly notify the Facility Agent (which shall promptly notify each other Facility Lender); 15.16.2 that Facility Lender shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party in question on account of the sum due from that Security Party to the Facility Lenders and shall account to the Facility Lenders in respect of the Excess Amount in accordance with the provisions of this clause Clause 15.16. However, if a Facility Lender has commenced any legal proceedings to recover sums owing to it under the Facility Finance Documents and, as a result of, or in connection with, those proceedings has received an Excess Amount, the Facility Agent shall not distribute any of that Excess Amount to any other Facility Lender which had been notified of the proceedings and had the legal right to, but did not, join those proceedings or commence and diligently prosecute separate proceedings to enforce its rights in the same or another court.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility AgentFinance Parties, if at any time a Facility Lender Finance Party receives or recovers by way of set-off, the exercise of any lien or otherwise other than from any Security Partyassignee or transferee of or sub-participant in that Bank's Commitment, an amount greater than that Facility Lender’s Bank's Proportionate Share of any sum due from that any of the Security Party to the Facility Lenders Parties under the Facility Security Documents or in the case of a Future Swap Provider (provided that such Future Swap Provider has entered into a Subordination Agreement) an amount greater than the amount outstanding and due to any Future Swap Provider under a Master Agreement (the amount of the excess being referred to in this clause 15.16 and in clause 15.17 Clause as the "Excess Amount") then:then:- 15.16.1 9.16.1 that Facility Lender Finance Party shall within three (3) Banking Days promptly notify the Facility Agent (which shall promptly notify each other Facility LenderFinance Party); 15.16.2 9.16.2 that Facility Lender Finance Party shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 9.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party in question on account of the sum due from that Security Party owed to the Facility Lenders Finance Parties as aforesaid and shall account to the Facility Lenders Finance Parties in respect of the Excess Amount in accordance with the provisions of this clause 15.16Clause. However, if a Facility Lender Finance Party has commenced any legal proceedings Proceedings to recover sums owing to it under the Facility Security Documents and, as a result of, or in connection with, those proceedings Proceedings has received an Excess Amount, the Facility Agent shall not distribute any of that Excess Amount to any other Facility Lender Finance Party which had been notified of the proceedings Proceedings and had the legal right to, but did not, join those proceedings Proceedings or commence and diligently prosecute separate proceedings Proceedings to enforce its rights in the same or another court.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility AgentFinance Parties, if at any time a Facility Lender Finance Party receives or recovers by way of set-off, the exercise of any lien or otherwise other than from any Security Partyassignee or transferee of or sub-participant in that Bank’s Commitment, an amount greater than that Facility LenderBank’s Proportionate Share of any sum due from that any of the Security Party to the Facility Lenders Parties under the Facility Security Documents (the amount of the excess being referred to in this clause 15.16 and in clause 15.17 Clause as the “Excess Amount”) then:then:- 15.16.1 9.16.1 that Facility Lender Finance Party shall within three (3) Banking Days promptly notify the Facility Agent (which shall promptly notify each other Facility LenderFinance Party); 15.16.2 9.16.2 that Facility Lender Finance Party shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 9.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party in question on account of the sum due from that Security Party owed to the Facility Lenders Finance Parties as aforesaid and shall account to the Facility Lenders Finance Parties in respect of the Excess Amount in accordance with the provisions of this clause 15.16Clause. However, if a Facility Lender Finance Party has commenced any legal proceedings Proceedings to recover sums owing to it under the Facility Security Documents and, as a result of, or in connection with, those proceedings Proceedings has received an Excess Amount, the Facility Agent shall not distribute any of that Excess Amount to any other Facility Lender Finance Party which had been notified of the proceedings Proceedings and had the legal right to, but did not, join those proceedings Proceedings or commence and diligently prosecute separate proceedings Proceedings to enforce its rights in the same or another court.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility AgentFinance Parties, if at any time a Facility Lender Finance Party receives or recovers by way of set-off, the exercise of any lien or otherwise other than from any Security Partyassignee or transferee of or sub-participant in that Bank's Commitment, an amount greater than either (i) that Facility Lender’s Bank's Proportionate Share of any sum due from that any of the Security Party Parties under the Security Documents or (ii) an amount greater than the amount outstanding and due to the Facility Lenders Issuer under the Facility Documents an LC (the amount of the excess being referred to in this clause 15.16 and in clause 15.17 Clause as the "Excess Amount") then:then:- 15.16.1 9.16.1 that Facility Lender Finance Party shall within three (3) Banking Days promptly notify the Facility Agent (which shall promptly notify each other Facility LenderFinance Party); 15.16.2 9.16.2 that Facility Lender Finance Party shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 9.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party in question on account of the sum due from that Security Party owed to the Facility Lenders Finance Parties as aforesaid and shall account to the Facility Lenders Finance Parties in respect of the Excess Amount in accordance with the provisions of this clause 15.16Clause. However, if a Facility Lender Finance Party has commenced any legal proceedings Proceedings to recover sums owing to it under the Facility Security Documents and, as a result of, or in connection with, those proceedings Proceedings has received an Excess Amount, the Facility Agent shall not distribute any of that Excess Amount to any other Facility Lender Finance Party which had been notified of the proceedings Proceedings and had the legal right to, but did not, join those proceedings Proceedings or commence and diligently prosecute separate proceedings Proceedings to enforce its rights in the same or another court.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility AgentFinance Parties, if at any time a Facility Lender Finance Party receives or recovers by way of set-off, the exercise of any lien or otherwise other than from any Security Partyassignee or transferee of or sub-participant in that Bank’s Commitment, an amount greater than either (i) that Facility LenderBank’s Proportionate Share of any sum due from that any of the Security Party Parties under the Security Documents or (ii) an amount greater than the amount outstanding and due to the Facility Lenders Issuer under the Facility Documents an LC (the amount of the excess being referred to in this clause 15.16 and in clause 15.17 Clause as the “Excess Amount”) then:then:- 15.16.1 9.16.1 that Facility Lender Finance Party shall within three (3) Banking Days promptly notify the Facility Agent (which shall promptly notify each other Facility LenderFinance Party); 15.16.2 9.16.2 that Facility Lender Finance Party shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 9.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party in question on account of the sum due from that Security Party owed to the Facility Lenders Finance Parties as aforesaid and shall account to the Facility Lenders Finance Parties in respect of the Excess Amount in accordance with the provisions of this clause 15.16Clause. However, if a Facility Lender Finance Party has commenced any legal proceedings Proceedings to recover sums owing to it under the Facility Security Documents and, as a result of, or in connection with, those proceedings Proceedings has received an Excess Amount, the Facility Agent shall not distribute any of that Excess Amount to any other Facility Lender Finance Party which had been notified of the proceedings Proceedings and had the legal right to, but did not, join those proceedings Proceedings or commence and diligently prosecute separate proceedings Proceedings to enforce its rights in the same or another court.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility Agent, if at any time (a) If a Facility Lender Financier receives or recovers an amount from a Transaction Party under the Mezzanine Finance Documents other than in accordance with clause 8.9 (whether by way of voluntary or involuntary payment or by way of set-off, combination or amalgamation of accounts or otherwise, including under clause 6(f) or clause 19.7) or recovers any amount from a Transaction Party (whether under the exercise Mezzanine Finance Documents, or otherwise) as a consequence of exercising any lien Encumbrance or otherwise from any Security right of set-off or combination or amalgamation of accounts in respect of an account maintained with that Financier by a Transaction Party: (1) the Financier must promptly advise the Mezzanine Agent that it has received or recovered the amount; (2) the Financier must within 3 Business Days after demand by the Mezzanine Agent pay to the Mezzanine Agent the amount determined by the Mezzanine Agent to be equal to the amount (excess amount) by which the amount received or recovered exceeds the amount the Financier would have received if the amount had been paid to the Mezzanine Agent and distributed in accordance with clause 8.9, an amount greater than and to that Facility Lender’s Proportionate Share extent, the liability of any sum due from that Security the Transaction Party to the Facility Lenders Financier will not be reduced by the recovery or payment, other than to the extent of any distribution received by the party under clause 8.11(a)(3); (3) the Facility Documents (Mezzanine Agent must treat the amount payment of the excess being referred to in this clause 15.16 and in clause 15.17 as the Excess Amount) then: 15.16.1 that Facility Lender shall within three (3) Banking Days notify the Facility Agent (which shall promptly notify each other Facility Lender); 15.16.2 that Facility Lender shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Transaction Party in question to the Mezzanine Agent on account of all the sum due from that Security Party Financiers and promptly distribute the excess amount to the Facility Lenders and shall account to the Facility Lenders in respect of the Excess Amount Financiers in accordance with clause 8.9; and (4) as between each Transaction Party and the provisions of this Mezzanine Finance Parties, the excess amount is to be treated as not having been paid to the Financier, but as having been paid to all the Financiers in accordance with their respective entitlements. (b) If an amount to which clause 15.16. However8.11(a) applies is subsequently required to be repaid by the Financier who originally received or recovered it to a Transaction Party, if a Facility Lender has commenced any legal proceedings to recover sums owing to it under the Facility Documents and, as a result of, or in connection with, those proceedings each Mezzanine Finance Party which has received an Excess Amountany part of it must repay that part to the Financier who originally received or recovered it, and the Facility Agent adjustments under clause 8.11(a)(4) will be reversed. (c) Immediately upon a Financier making or becoming liable to make a payment under clause 8.11(a)(2), each Transaction Party shall not distribute any of indemnify the Financier against the payment to the extent that Excess Amount to any other Facility Lender which had (despite clause 8.11(a)(2)) its liability has been notified of discharged by the proceedings and had the legal right to, but did not, join those proceedings recovery or commence and diligently prosecute separate proceedings to enforce its rights in the same or another courtpayment.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility Agent, if at any time a Facility Lender receives or recovers by way of set-off, the exercise of any lien or otherwise from any Security Party, an amount greater than that Facility Lender’s Proportionate Share in respect of any sum due from that any Security Party to the Facility Lenders under the Facility Finance Documents that is greater than that which it would have received if the amount in question had been recovered by the Agent and applied in the manner applicable at the time of recovery by the relevant Lender under the terms of this Agreement (the amount of the excess being referred to in this clause Clause 15.16 and in clause Clause 15.17 (Rescission of Excess Amount) as the “Excess Amount”) then: 15.16.1 that Facility Lender shall within three (3) Banking Days promptly notify the Facility Agent (which shall promptly notify each other Facility Lender); 15.16.2 that Facility Lender shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party in question on account of the sum due from that Security Party to the Facility Lenders and shall account to the Facility Lenders in respect of the Excess Amount in accordance with the provisions manner applicable at the time of recovery by the relevant Lender under this clause 15.16Agreement. However, if a Facility Lender has commenced any legal proceedings to recover sums owing to it under the Facility Finance Documents and, as a result of, or in connection with, those proceedings has received an Excess Amount, the Facility Agent shall not distribute any of that Excess Amount to any other Facility Lender which had been notified of the proceedings and had the legal right to, but did not, join those proceedings or commence and diligently prosecute separate proceedings to enforce its rights in the same or another court.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility AgentFinance Parties, if at any time a Facility Lender Bank receives or recovers by way of set-off, the exercise of any lien Encumbrance or otherwise (other than from any Security Partyassignee or transferee of or sub-participant in that Bank's Commitment or credit insurer of or issuer of a credit derivative in respect thereof), an amount greater than that Facility Lender’s Bank's Proportionate Share of any sum due from that Security Party to any of the Facility Lenders Obligors under the Facility Documents (the amount of the excess being referred to in this clause 15.16 and in clause 15.17 Clause as the "Bank's Excess Amount") then: 15.16.1 14.17.1 that Facility Lender Bank shall within three (3) Banking Days promptly notify the Facility Agent (which shall promptly notify each other Facility LenderBank); 15.16.2 14.17.2 that Facility Lender Bank shall pay to the Facility Agent an amount equal to the Bank's Excess Amount within ten (10) 10 days of its receipt or recovery of the Bank's Excess Amount; and 15.16.3 14.17.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party Obligor in question on account of the sum due from that Security Party owed to the Facility Lenders Banks as aforesaid and shall account to the Facility Lenders Banks in respect of the Bank's Excess Amount in accordance with the provisions of this clause 15.16Clause. However, if a Facility Lender Bank has commenced any legal proceedings Proceedings to recover sums owing to it under the Facility Documents and, as a result of, or in connection with, those proceedings Proceedings has received an a Bank's Excess Amount, the Facility Agent shall not distribute any of that Bank's Excess Amount to any other Facility Lender Bank which had been notified of the proceedings Proceedings and had the legal right to, but did not, join those proceedings Proceedings or commence and diligently prosecute separate proceedings Proceedings to enforce its rights in the same or another court.

Redistribution of payments. Unless otherwise agreed between the Facility Lenders and the Facility AgentFinance Parties, if at any time a Facility Lender Finance Party receives or recovers by way of set-off, the exercise of any lien or otherwise other than from any Security Partyassignee or transferee of or sub-participant in that Bank’s Commitment, an amount greater than that Facility LenderBank’s Proportionate Share of any sum due from that any of the Security Party to the Facility Lenders Parties under the Facility Security Documents (the amount of the excess being referred to in this clause 15.16 and in clause 15.17 Clause as the “Excess Amount”) then:then:¬ 15.16.1 9.16.1 that Facility Lender Finance Party shall within three (3) Banking Days promptly notify the Facility Agent (which shall promptly notify each other Facility LenderFinance Party); 15.16.2 9.16.2 that Facility Lender Finance Party shall pay to the Facility Agent an amount equal to the Excess Amount within ten (10) days of its receipt or recovery of the Excess Amount; and 15.16.3 9.16.3 the Facility Agent shall treat that payment as if it were a payment by the Security Party in question on account of the sum due from that Security Party owed to the Facility Lenders Finance Parties as aforesaid and shall account to the Facility Lenders Finance Parties in respect of the Excess Amount in accordance with the provisions of this clause 15.16Clause. However, if a Facility Lender Finance Party has commenced any legal proceedings Proceedings to recover sums owing to it under the Facility Security Documents and, as a result of, or in connection with, those proceedings Proceedings has received an Excess Amount, the Facility Agent shall not distribute any of that Excess Amount to any other Facility Lender Finance Party which had been notified of the proceedings Proceedings and had the legal right to, but did not, join those proceedings Proceedings or commence and diligently prosecute separate proceedings Proceedings to enforce its rights in the same or another court.