Common use of Sharing of Non-Pro Rata Payments Clause in Contracts

Sharing of Non-Pro Rata Payments. Each First Lien Secured Party agrees that in the event any First Lien Secured Party shall obtain payment that is not a Pro Rata Payment of any amounts due to it on or in respect of any First Lien Secured Obligations and such payment arises from the items or circumstances listed in items (a), (b) or (c) below, then such First Lien Secured Party shall promptly remit to the Collateral Agent for distribution to other First Lien Secured Parties the portion of such payment necessary to ensure that each First Lien Secured Party shall have received a Pro Rata Payment; provided that, if at such time redistribution of such payment in such manner is inadvisable in the reasonable judgment of the Collateral Agent, then at the request of such First Lien Secured Party, the Project Credit Parties representing such First Lien Secured Parties shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including the purchase by such First Lien Secured Parties) to permit all First Lien Secured Parties to share such payment (net of expenses incurred by the recipient First Lien Secured Party in obtaining or preserving such payment) pro rata (in accordance with the definition of Pro Rata Payment). If any such redistributed or shared payment is rescinded or must otherwise be restored by the First Lien Secured Party who originally obtained such payment, then each First Lien Secured Party which shares the benefit of such payment shall return to such First Lien Secured Party its portion of the payment so rescinded or required to be restored. The payments that are subject to the foregoing provisions are those that: (a) arise from any exercise of a right of setoff, banker's Lien or counterclaim, or from any security or from any realization (whether through attachment, foreclosure or otherwise) of assets of the Borrower, (b) are made after an Event of Default has occurred and is continuing, or (c) are made in connection with the events or circumstances described in Section 3.08 of the 2014 Notes Indenture, but in the case of this clause (c), only to the extent that a prepayment of principal outstanding under any Class of First Lien Secured Obligations is required in connection with the same events or circumstances.

Sharing of Non-Pro Rata Payments. Each First Lien Secured Party agrees that in the event any First Lien Secured Party shall obtain payment that is not a Pro Rata Payment of any amounts due to it on or in respect of any First Lien Secured Obligations and such payment arises from the items or circumstances listed in items (a), (b) or (c) below, then such First Lien Secured Party shall promptly remit to the Collateral Agent for distribution to other First Lien Secured Parties the portion of such payment necessary to ensure that each First Lien Secured Party shall have received a Pro Rata Payment; provided that, if at such time redistribution of such payment in such manner is inadvisable in the reasonable judgment of the Collateral Agent, then at the request of such First Lien Secured Party, the Project Credit Parties representing such First Lien Secured Parties shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including the purchase by such First Lien Secured Parties) to permit all First Lien Secured Parties to share such payment (net of expenses incurred by the recipient First Lien Secured Party in obtaining or preserving such payment) pro rata (in accordance with the definition of Pro Rata Payment). If any such redistributed or shared payment is rescinded or must otherwise be restored by the First Lien Secured Party who originally obtained such payment, then each First Lien Secured Party which shares the benefit of such payment shall return to such First Lien Secured Party its portion of the payment so rescinded or required to be restored. The payments that are subject to the foregoing provisions are those that: (a) arise from any exercise of a right of setoff, banker's Lien lien or counterclaim, or from any security or from any realization (whether through attachment, foreclosure or otherwise) of assets of any member of the BorrowerCompany Group, (b) are made after an Event of Default has occurred and is continuing, or (c) are made in connection with the events or circumstances described in Section 3.08 3.09 of the 2014 Notes Indenture, but in the case of this clause (c), only to the extent that a prepayment of principal outstanding under any Class of First Lien Secured Obligations is required in connection with the same events or circumstances.

Sharing of Non-Pro Rata Payments. Each First Lien Secured Party agrees that in the event any First Lien Secured Party shall obtain payment that is not a Pro Rata Payment of any amounts due to it on or in respect of Senior Debt Obligations or Oil Payment Insurance Obligations from the Borrower, the Partnership or from any First Lien Secured Obligations other Person, whether through exercise of a right of set-off, banker's lien or counterclaim, or from any realization (whether through attachment, foreclosure or otherwise) of assets of the Borrower, the Partnership or either of the Partners, or otherwise, and such payment arises from is not in accordance with such Secured Party's pro rata share of such obligations then due under its respective Financing Document, then, except to the items or circumstances listed extent such payment is an Excluded Payment (as defined in items (aSection 2.07), (b) or (c) below, then such First Lien Secured Party shall promptly remit to the Collateral Agent Trustee for distribution to other First Lien Secured Parties the portion amount of such payment necessary to ensure that each First Lien Secured Party shall have received a Pro Rata Payment; only its pro rata share of such obligations, provided that, if at such time redistribution of such payment in such manner is inadvisable in the reasonable judgment of the Collateral Agentany Secured Party, then at the request of such First Lien Secured Party, the Project Credit Parties representing such First Lien Secured Parties shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including the purchase by such First Lien Secured Party of Senior Debt Obligations or Oil Payment Insurance Obligations, as the case may be, held by other Secured Parties) to permit all First Lien Secured Parties to share such payment (net of expenses incurred by the recipient First Lien Secured Party in obtaining or preserving such payment) pro rata, provided, further, that, if the Capital Markets Trustee shall have acted negligently in distributing such non-pro rata (in accordance with payment, it shall be liable to the definition of Pro Rata Payment)other Secured Parties to the extent that the amounts so paid are not remitted promptly to the Collateral Trustee. If any such redistributed or shared payment is rescinded or must otherwise be restored by the First Lien Secured Party who originally obtained such payment, then each First Lien Secured Party which first obtained it, each other Secured Party that shares the benefit of such payment shall return to such First Lien Secured Party its portion of the payment so rescinded or required to be restored. The payments that are subject to the foregoing provisions are those that: (a) arise from any exercise of a right of setoff, banker's Lien or counterclaim, or from any security or from any realization (whether through attachment, foreclosure or otherwise) of assets of the Borrower, (b) are made after an Event of Default has occurred and is continuing, or (c) are made in connection with the events or circumstances described in Section 3.08 of the 2014 Notes Indenture, but in the case of this clause (c), only to the extent that a prepayment of principal outstanding under any Class of First Lien Secured Obligations is required in connection with the same events or circumstances.

Sharing of Non-Pro Rata Payments. Each First Lien Secured Party agrees that in the event any First Lien Secured Party shall obtain payment that is not a Pro Rata Payment of any amounts due to it on or in respect of any First Lien Secured Obligations and such payment arises from the items or circumstances listed in items (a), (b) or (c) below, then such First Lien Secured Party shall promptly remit to the Collateral Agent for distribution to other First Lien Secured Parties the portion of such payment necessary to ensure that each First Lien Secured Party shall have received a Pro Rata Payment; provided that, if at such time redistribution of such payment in such manner is inadvisable in the reasonable judgment of the Collateral Agent, then at the request of such First Lien Secured Party, the Project Credit Parties representing such First Lien Secured Parties shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including the purchase by such First Lien Secured Parties) to permit all First Lien Secured Parties to share such payment (net of expenses incurred by the recipient First Lien Secured Party in obtaining or preserving such payment) pro rata (in accordance with the definition of Pro Rata Payment). If any such redistributed or shared payment is rescinded or must otherwise be restored by the First Lien Secured Party who originally obtained such payment, then each First Lien Secured Party which shares the benefit of such payment shall return to such First Lien Secured Party its portion of the payment so rescinded or required to be restored. The payments that are subject to the foregoing provisions are those that: (a) arise from any exercise of a right of setoff, banker's ’s Lien or counterclaim, or from any security or from any realization (whether through attachment, foreclosure or otherwise) of assets of the Borrower, (b) are made after an Event of Default has occurred and is continuing, or (c) are made in connection with the events or circumstances described in Section 3.08 3.09 of the 2014 2015 Notes Indenture, but in the case of this clause (c), only to the extent that a prepayment of principal outstanding under any Class of First Lien Secured Obligations is required in connection with the same events or circumstances.