Turnover by the Creditors. Subject to Clause 4.3 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Creditor receives or recovers:
(a) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not either:
(i) a Permitted Payment; or
(ii) made in accordance with Clause 9 (Application of Proceeds);
(b) other than where Clause 3.2 (Set-Off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment;
(c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 3.2 (Set-Off) applies, any amount:
(i) on account of, or in relation to, any of the Liabilities:
(A) after the occurrence of a Participating Creditor Acceleration Event; or
(B) as a result of any other litigation or proceedings against a Debtor or a Security Provider (other than after the occurrence of an Insolvency Event); or
(ii) by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Participating Creditor Acceleration Event;
(d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 9 (Application of Proceeds); or
(e) other than where Clause 3.2 (Set-Off) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any Debtor or Security Provider which is not in accordance with Clause 9 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event, that Creditor will promptly after becoming aware of the same, notify the Security Agent in writing and:
(i) in relation to receipts and recoveries not received or recovered by way of set-off:
(A) to the fullest extent permitted by applicable law, hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement or, alternatively, promptly pay an amount equal to that receipt to the Security Agent for application in accordance with the terms of this Agreement; and
(B) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security Agent for application in accordance with the terms of this Agreement; and
(ii) in relation to receipts and recoveries received or rec...
Turnover by the Creditors. Subject to Clause 10.3 (Exclusions), Clause 10.4 (Permitted assurance and receipts), Clause 16 (Additional debt) and, in the case of a Notes Trustee only, to Clause 26.1 (Liability), if at any time prior to the Final Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Provider:
(a) any Payment or distribution of, or on account of or in relation to:
(i) any of the Liabilities which is prohibited by the terms of this Agreement; or
(ii) following the occurrence of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities;
(b) other than where Clause 9.3 (Set-Off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment (or another payment or distribution not otherwise prohibited by the terms of this Agreement);
(c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 9.3 (Set-Off) applies, any amount:
(i) on account of, or in relation to, any of the Liabilities after the occurrence of a Distress Event (including as a result of any litigation or proceedings against a member of the Group or Third Party Security Provider, other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security Provider); or
(ii) by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Distress Event, other than, in each case: A44420063
(A) any amount received or recovered in accordance with Clause 14 (Application of proceeds); and
(B) in the case of Intra-Group Liabilities, any amount received or recovered in accordance with Clause 8 (Intra-Group Lenders and Intra-Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuing);
(d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 (Application of proceeds); or
(e) other than where Clause 9.3 (Set-Off) or Clause 16 (Additional debt) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group or Third Party Security Provider which is not in accordance with Clause 14 (Application of proceeds) and ...
Turnover by the Creditors. Subject to Clause 14.3 (Exclusions), Clause 14.4 (Permitted assurance and receipts) and Clause 20.1 (Senior Secured Creditor Liabilities Refinancing) and, in the case of Notes Trustee Amounts, to paragraphs (a) and (c) of Clause 30.2 (Liability), if at any time prior to the Final Discharge Date, any Creditor receives or recovers from any Debtor or any member of the Group:
Turnover by the Creditors. Subject to Clause 36.2 (Permitted assurance and receipts) if at any time prior to the discharge in full of the Liabilities of the Creditors, any Creditor receives or recovers:
36.1.1 any payment or distribution of, or on account of or in relation to, any of the Liabilities which is not permitted by Clause 40 (Application of Proceeds);
36.1.2 any amount by way of set-off in respect of any of the Liabilities owed to them which does not give effect to a payment permitted by Clause 40 (Application of Proceeds);
36.1.3 the proceeds of any enforcement of any Transaction Security except in accordance with Clause 40 (Application of Proceeds); or
36.1.4 any distribution in cash or in kind made as a result of the occurrence of an Insolvency Event in respect of the Borrower, that Creditor will hold that amount on trust for the Security Trustee and promptly pay that amount to the Security Trustee or, if this trust cannot be given effect to or if in respect of any Creditor this trust has the effect of creating a proprietary or security interest over that amount registrable under the Companies Xxx 0000, that Creditor shall pay an amount equal to that receipt or recovery to the Security Trustee, in each case to be held on trust by the Security Trustee for application in accordance with the terms of this Agreement.
Turnover by the Creditors. Subject to Clause 9.2 (Permitted assurance and receipts), if at any time prior to the Senior Discharge Date, any Creditor receives or recovers:
Turnover by the Creditors. Subject to Clause 12.3 (Exclusions) and Clause 12.4 (Permitted Assurance and Receipts), if at any time prior to the Final Discharge Date, any Creditor receives or recovers from any member of the Group:
Turnover by the Creditors. Subject to Clause 10.3 (Exclusions), Clause 10.4 (Permitted assurance and receipts), Clause 16 (Additional debt) and, in the case of a Notes Trustee only, to Clause 26.1 (Liability), if at any time prior to the Final Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group:
(a) any Payment or distribution of, or on account of or in relation to:
(i) any of the Liabilities which is prohibited by the terms of this Agreement; or
(ii) following the occurrence of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities;
(b) other than where Clause 9.3 (Set-Off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment (or another payment or distribution not otherwise prohibited by the terms of this Agreement);
Turnover by the Creditors. Subject to Clause 11.3 (Exclusions) and to Clause 11.4 (Permitted Assurance and Receipts), if at any time prior to the Final Release Date, any Creditor receives or recovers:
(a) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not:
(i) a Permitted Payment;
(ii) made in accordance with Clause 18 (Pre-Enforcement Proceeds); or
(iii) made in accordance with Clause 19 (Application of Proceeds);
Turnover by the Creditors. If at any time prior to the Final Discharge Date, any Creditor receives or recovers:
(a) any Payment or distribution of, or on account of or in relation to, any of the Secured Liabilities which is not made in accordance with Clause 2.3 (Application of proceeds), Clause 3.3 (Application of proceeds) or Clause 4.1 (Trust Arrangement); or
(b) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 2.3 (Application of proceeds), Clause 3.3 (Application of proceeds) or Clause 4.1 (Trust Arrangement), that Creditor will:
(i) in relation to receipts and recoveries not received or recovered by way of set-off:
(A) hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for the Security Agents and promptly pay or distribute that amount to the Security Agents for application in accordance with the terms of this Deed; and
(B) promptly pay or distribute an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security Agents for application in accordance with the terms of this Deed; and
(ii) in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Agents for application in accordance with the terms of this Deed.
Turnover by the Creditors. Subject to clause 5.2 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Creditor receives or recovers:
(a) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is neither:
(i) a Permitted Payment; nor
(ii) made in accordance with clause 11 (Application of Proceeds);
(b) other than where paragraph (a) of clause 4.2 (Set-off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment;
(c) notwithstanding paragraphs (a) and (b) above, and other than where paragraph (a) of clause 4.2 (Set-Off) applies, any amount:
(1) after the occurrence of a Distress Event; or
(2) as a result of any other litigation or proceedings against a member of the Group (other than after the occurrence of an Insolvency Event in respect of that member of the Group); or
