Common use of Turnover by the Creditors Clause in Contracts

Turnover by the Creditors. Subject to Clause 5.2 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Finance Party 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 10 (APPLICATION OF PROCEEDS); (B) other than where 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 Clause 4.2 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (a) after the occurrence of a Distress Event; or (b) as a result of any other litigation or proceedings against an Obligor (other than after the occurrence of an Insolvency Event in respect of that Obligor); or (ii) by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Distress Event; (D) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 (APPLICATION OF PROCEEDS); or (E) other than where Clause 4.2 (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 Obligor which is not in accordance with Clause 10 (APPLICATION OF PROCEEDS) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligor, that Finance Party 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 and Intercreditor Agent and promptly pay that amount to the Security and Intercreditor 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; 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 and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 4.3 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Finance Party Creditor receives or recovers: (Aa) 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 10 9 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where Clause 4.2 3.2 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 3.2 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Participating Creditor Acceleration Event; or (bB) as a result of any other litigation or proceedings against an Obligor a Debtor or a Security Provider (other than after the occurrence of an Insolvency Event in respect of that ObligorEvent); or (ii) by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Distress Participating Creditor Acceleration Event; (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 9 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where Clause 4.2 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 Obligor Debtor or Security Provider which is not in accordance with Clause 10 9 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that ObligorEvent, that Finance Party willCreditor 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: (aA) 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 and Intercreditor Agent and promptly pay that amount to the Security and Intercreditor 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 (bB) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; 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 and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 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 Finance Party Creditor or Operating Facility Lender receives or recoversrecovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Provider: (Aa) any Payment or distribution of, or on account of or in relation to, : (i) any of the Liabilities which is not either: (i) a Permitted Paymentprohibited by the terms of this Agreement; or (ii) made in accordance with Clause 10 (APPLICATION OF PROCEEDS)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; (Bb) other than where Clause 4.2 9.3 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted PaymentPayment (or another payment or distribution not otherwise prohibited by the terms of this Agreement); (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 9.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (a) Liabilities after the occurrence of a Distress Event; or Event (b) including as a result of any other litigation or proceedings against an Obligor (a member of the Group or Third Party Security Provider, other than after the occurrence of an Insolvency Event in respect of that Obligormember 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); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of proceeds); or (Ee) other than where Clause 4.2 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 Obligor member of the Group or Third Party Security Provider which is not in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group or Third Party Security Provider, that Finance Party will:Creditor or Operating Facility Lender will (in the case of any receipts and recoveries referred to in paragraph (e) above, if a Distress Event has not occurred, only if required by the Security Agent acting on the instructions of an Instructing Group): (i) in relation to receipts and recoveries not received or recovered by way of set-off: (aA) 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, subject to receiving payment instructions and Intercreditor Agent and any other relevant information from the Security Agent, promptly pay that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (bB) subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-off, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to that recovery to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 7.2 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not either: (i) neither a Permitted Payment; or (ii) Payment nor made in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where Clause 4.2 (Set Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor a member of the Group (other than after the occurrence of an Insolvency Event in respect of that Obligormember of the Group); 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, any amount received or recovered in accordance with Clause 14 (Application of Proceeds); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where Clause 4.2 (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 Obligor member of the Group which is not in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-set- off: (aA) 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 and Intercreditor Agent and promptly pay or distribute that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (bB) 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; 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 and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 (Permitted assurance and receipts), if at any time prior to the Final Discharge Datetime, any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not eitherneither: (i) a Permitted Intra-Group Payment; ornor (ii) made in accordance with Clause 10 12 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where Clause 4.2 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Intra-Group Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 (Set-Set- Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor a member of the Group (other than after the occurrence of an Insolvency Event in respect of that Obligormember of the Group); 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, any amount received or recovered in accordance with Clause 12 (Application of Proceeds); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 12 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where Clause 4.2 (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 Obligor member of the Group which is not in accordance with Clause 10 12 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-set- off: (aA) 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 and Intercreditor Collateral Agent and promptly pay or distribute that amount to the Security and Intercreditor Collateral Agent for application in accordance with the terms of this AgreementDeed; and (bB) 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 and Intercreditor Collateral Agent for application in accordance with the terms of this AgreementDeed; 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 and Intercreditor Collateral Agent for application in accordance with the terms of this AgreementDeed.

Turnover by the Creditors. Subject to Clause 5.2 8.2 (Exclusions) and to Clause 8.3 (Permitted assurance Assurance and receiptsReceipts), if at any time prior to the Final Discharge Date, any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of of, or in relation to, any of the Liabilities which is not eitherneither: (i) a Permitted Payment; ornor (ii) made in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where Clause 4.2 6.2 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 6.2 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor a member of the Group (other than after the occurrence of an Insolvency Event in respect of that Obligormember of the Group); 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, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where Clause 4.2 6.2 (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 Obligor member of the Group which is not in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-offset‑off: (aA) 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 Senior Security and Intercreditor Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) and promptly pay or distribute that amount to the Senior Security and Intercreditor Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) for application in accordance with the terms of this Agreement; and (bB) promptly pay or distribute an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Senior Security and Intercreditor Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) for application in accordance with the terms of this Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-offset‑off, promptly pay an amount equal to that recovery to the Senior Security and Intercreditor Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) for application in accordance with the terms of this Agreement.

Turnover by the Creditors. (a) Subject to Clause 5.2 2.4 (Additional and/or Refinancing Indebtedness), Clause 10.3 (Exclusions), Clause 10.4 (Permitted assurance and receipts) and Clause 16.1 (New Debt Financing) and, in the case of Senior Secured Notes Trustee Amounts, to paragraphs (a) and (c) of Clause 26.1 (Liability), if at any time prior to the Final Senior Secured Discharge Date, any Finance Party Creditor receives or recoversrecovers from any member of the Group: (Ai) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not either: (iA) a Permitted Payment; or (iiB) made in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bii) other than where Clause 4.2 9.3 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Ciii) notwithstanding sub-paragraphs (Ai) and (Bii) above, and other than where Clause 4.2 9.3 (Set-Off) applies, any amount: (iA) on account of, or in relation to, any of the Liabilities: (a1) after the occurrence of a Distress Event; or (b2) as a result of any other litigation or proceedings against an Obligor a member of the Group (other than after the occurrence of an Insolvency Event in respect of that Obligormember of the Group); or (iiB) 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, any amount received or recovered in accordance with Clause 14 (Application of Proceeds); (Div) Enforcement Proceeds or the proceeds of any enforcement of any Transaction Security Distressed Disposal except where received or recovered in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ev) other than where Clause 4.2 2.4 (Additional and/or Refinancing Indebtedness), Clause 9.3 (Set-Off) or Clause 16.1 (New Debt Financings) 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 Obligor member of the Group which is not in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group, other than, in each case, any amount received or recovered in accordance with Clause 14 (Application of Proceeds), that Finance Party Creditor will: (iA) in relation to receipts and recoveries not received or recovered by way of set-off: (a1) 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 and Intercreditor Agent and promptly pay that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (b2) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (iiB) 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 and Intercreditor Agent for application in accordance with the terms of this Agreement. (b) It is hereby agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trust expressed to be created by this Clause 10.2, the relationship of the Security Agent to the Creditors shall be construed as one of principal and agent.

Turnover by the Creditors. Subject to Clause 5.2 10.3 (Permitted assurance and receiptsExclusions), if at any time prior to the Final Discharge Date, any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of or in relation torespect of, any of the Liabilities which is not eitherneither: (i) a Permitted Payment; ornor (ii) made in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where paragraph (a) of Clause 4.2 9.3 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where paragraph (a) of Clause 4.2 9.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor a member of the Group (other than after the occurrence of an Insolvency Event in respect of that Obligormember of the Group); 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, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (Dd) the proceeds of (i) any enforcement of any Transaction Security except or (ii) any demand made under any Guarantee, in each case other than in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where paragraph (a) of Clause 4.2 9.3 (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 Obligor member of the Group which is not in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group, that Finance Party will: (i) in relation to receipts and recoveries not received Creditor will promptly pay or recovered by way of set-off: (a) hold distribute an amount of equal to that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for the Security and Intercreditor Agent and promptly pay that amount to the Security and Intercreditor Agent for application in accordance with the terms Clause 16 (Application 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; 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 and Intercreditor Agent for application in accordance with the terms of this AgreementProceeds).

Turnover by the Creditors. Subject to Clause 5.2 Section 11.2, Section 11.3 and (Permitted assurance in the case of a Notes Trustee) Section 26 and receipts)to the extent applicable, any relevant Guarantee Limitations, if at any time prior to the Final Discharge Date, any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of or in relation to, any of the Liabilities Obligations which is not either: either (i) a Permitted Payment; or Payment or (ii) made in accordance with Clause 10 (APPLICATION OF PROCEEDS)Section 15; (Bb) other than where Clause 4.2 (Set Off) Section 10.2 applies, any amount by way of set set-off in respect of any of the Liabilities Obligations owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs paragraph (Aa) and (Bb) above, and other than where Clause 4.2 (Set-Off) Section 10.2 applies, any amount: : (i) on account of, or in relation to, any of the Liabilities: Obligations: (aA) after during the occurrence continuation of a Distress Event; or or (bB) as a result of any other litigation or proceedings against an Obligor a member of the Group (other than after during the occurrence continuation of an Insolvency Event in respect of that Obligormember of the Group); or or (ii) by way of set-off in respect of any of the Liabilities Obligations owed to it after during the occurrence continuation of a Distress Event; (Dd) the proceeds of any enforcement of any Transaction Security Security, any other claim or the proceeds of any Distressed Disposal, in each case, except in accordance with Clause 10 (APPLICATION OF PROCEEDS)Section 15; or (Ee) other than where Clause 4.2 (Set-Off) Section 10.2 applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities Obligations owed by any Obligor member of the Group which is not in accordance with Clause 10 (APPLICATION OF PROCEEDS) Section 15 and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligorsuch member of the Group, that Finance Party will: Creditor will (i) in relation to receipts and recoveries not received or recovered by way of set-off: off (aA) hold an amount of that receipt or recovery equal to the Relevant Liabilities Obligations (or if less, the amount received or recovered) on trust for the Security and Intercreditor Agent and promptly pay that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and Agreement and (bB) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities Obligations to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and Agreement and (ii) in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that recovery or receipt to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 11.3 (Exclusions), Clause 11.4 (Permitted assurance and receipts) and (in the case of each Senior Secured Notes Trustee and each Senior Unsecured Notes Trustee) Clause 26 (Senior Secured Notes Trustees), if at any time prior to the Final Discharge Date, Date any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of or in relation to, or on account of the purchase or acquisition of, any of the Liabilities which is not either: (i) a Permitted Payment; or (ii) made in accordance with Clause 10 15 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where Clause 4.2 10.3 (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; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 10.3 (Set-Set Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings Enforcement Action against an Obligor a member of the Group (other than after the occurrence of an Insolvency Event in respect of that Obligormember of the Group); or (ii) by way of set-set off in respect of any of the Liabilities owed to it after the occurrence of a Distress Event, other than, in each case, any amount received or recovered in accordance with Clause 15 (Application of Proceeds); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 15 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where Clause 4.2 10.3 (Set-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 Obligor member of the Group which is not in accordance with Clause 10 15 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-set off: (aA) 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 and Intercreditor Agent Trustee and promptly pay that amount to the Security and Intercreditor Agent Trustee for application in accordance with the terms of this Agreement; and (bB) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security and Intercreditor Agent Trustee for application in accordance with the terms of this Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-set off, promptly pay an amount equal to that recovery to the Security and Intercreditor Agent Trustee for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 6.2 (Permitted assurance and receipts), if at any time prior to the Final First Discharge Date, any Junior Finance Party receives or recoversrecovers from a Subordinated Guarantor: (A) any Payment or distribution of, or on account of or in relation to, any of the Subordinated Liabilities which is not either: (i) a Permitted Payment; or (ii) made in accordance with Clause 10 9 (APPLICATION OF PROCEEDS); (B) other than where Clause 4.2 5.2 (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 4.2 5.2 (Set-Set Off) applies, any amount: (i) on account of, or in relation to, any of the Subordinated Liabilities: (a) after the occurrence of a Distress Event; or (b) as a result of any other litigation or proceedings against an Obligor a Subordinated Guarantor (other than after the occurrence of an Insolvency Event in respect of that Obligor); or (ii) by way of set-off in respect of any of the Subordinated Liabilities owed to it after the occurrence of a Distress Event; (Diii) the proceeds of any enforcement of any Transaction Security Subordinated Guarantee except in accordance with Clause 10 9 (APPLICATION OF PROCEEDS); or (Eiv) other than where Clause 4.2 5.2 (Set-Set Off) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Subordinated Liabilities owed by any Obligor Subordinated Guarantor which is not in accordance with Clause 10 9 (APPLICATION OF PROCEEDS) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that ObligorSubordinated Guarantor, that Junior Finance Party will: (iv) 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 and Intercreditor Proceeds Agent and promptly pay that amount to the Security and Intercreditor Proceeds 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 and Intercreditor Proceeds Agent for application in accordance with the terms of this Agreement; and (iivi) 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 and Intercreditor Proceeds Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 7.3 (Exclusions) and to Clause 7.4 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Finance Party Creditor receives or recovers: (Aa) 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 10 11 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where Clause 4.2 6.3 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 6.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor (other than after the occurrence of an Insolvency Event in respect of that Obligor); or (ii) by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Distress Event; (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 11 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where Clause 4.2 6.3 (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 Obligor which is not in accordance with Clause 10 11 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligor, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-off: (aA) 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 and Intercreditor Agent Trustee and promptly pay that amount to the Security and Intercreditor Agent Trustee for application in accordance with the terms of this Agreement; and (bB) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security and Intercreditor Agent Trustee for application in accordance with the terms of this Agreement; 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 and Intercreditor Agent Trustee for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 (Permitted assurance and receipts), if If at any time prior to the Final Discharge Date, any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not eitherneither: (i) a Permitted Payment; ornor (ii) made in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where paragraph (a) of Clause 4.2 ‎9.2 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where paragraph (a) of Clause 4.2 9.2 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor the Company or a member of the Restricted US Group (other than after the occurrence of an Insolvency Event in respect of the Company or that Obligormember of the Restricted US Group (as applicable)); 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, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (Dd) the proceeds of (i) any enforcement of any Transaction Security except or (ii) any demand made under any Guarantee, in each case other than in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where paragraph (a) of Clause 4.2 9.2 (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 Obligor the Company or a member of the Restricted US Group which is not in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of the Company or that Obligor, member of the Restricted US Group (as applicable). that Finance Party 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 and Intercreditor Agent and Creditor will promptly pay that amount to the Security and Intercreditor 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-off, promptly pay distribute an amount equal to that receipt or recovery to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 8.3 (Exclusions) and to Clause 8.4 (Permitted assurance and receipts) and, in the case of the Bondholders Agent Amounts, paragraphs (a) and (c) of Clause 26.1 (Liability), if at any time prior to the Final Senior Discharge Date, any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not eitherneither: (i) a Permitted Payment; ornor (ii) made in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where paragraph (a) of Clause 4.2 7.3 (Set Set-Off) applies, any amount by way of set set- off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where paragraph (a) of Clause 4.2 7.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor a Debtor or a member of the Group (other than after the occurrence of an Insolvency Event in respect of that ObligorDebtor or member of the Group); 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, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where paragraph (a) of Clause 4.2 7.3 (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 Obligor Debtor or member of the Group which is not in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that ObligorDebtor or member of the Group, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-off: (aA) hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for behalf of the Security and Intercreditor Agent and promptly pay or distribute that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (bB) 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that receipt or recovery to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 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 Finance Party Creditor or Operating Facility Lender receives or recoversrecovers from any member of the Group: (Aa) any Payment or distribution of, or on account of or in relation to, : (i) any of the Liabilities which is not either: (i) a Permitted Paymentprohibited by the terms of this Agreement; or (ii) made in accordance with Clause 10 (APPLICATION OF PROCEEDS)following the occurrence of a Super Senior Distress Event or a Senior Distress Event which is continuing, any Super Senior Liabilities, Senior Liabilities, Hedging Liabilities or Operating Facility Liabilities; (Bb) other than where Clause 4.2 9.3 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted PaymentPayment (or another payment or distribution not otherwise prohibited by the terms of this Agreement); (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 9.3 (Set-Set- Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (a) Liabilities after the occurrence of a Distress Event; or Event (b) including as a result of any other litigation or proceedings against an Obligor (a member of the Group, other than after the occurrence of an Insolvency Event in respect of that Obligormember of the Group); 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: (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); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where Clause 4.2 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 Obligor member of the Group which is not in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group, that Finance Party will:Creditor or Operating Facility Lender will (in the case of any receipts and recoveries referred to in paragraph (e) above, if a Distress Event has not occurred, only if required by the Security Agent acting on the instructions of an Instructing Group): (i) in relation to receipts and recoveries not received or recovered by way of set-set- off: (aA) 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, subject to receiving payment instructions and Intercreditor Agent and any other relevant information from the Security Agent, promptly pay that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (bB) subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-off, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to that recovery to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 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 Finance Party Creditor or Operating Facility Lender receives or recoversrecovers from any member of the Group: (Aa) any Payment or distribution of, or on account of or in relation to, : (i) any of the Liabilities which is not either: (i) a Permitted Paymentprohibited by the terms of this Agreement; or (ii) made in accordance with Clause 10 (APPLICATION OF PROCEEDS)following the occurrence of a Senior Distress Event which is continuing, any Senior Liabilities, Hedging Liabilities or Operating Facility Liabilities; (Bb) other than where Clause 4.2 9.3 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted PaymentPayment (or another payment or distribution not otherwise prohibited by the terms of this Agreement); (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where Clause 4.2 9.3 (Set-Set- Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (a) Liabilities after the occurrence of a Distress Event; or Event (b) including as a result of any other litigation or proceedings against an Obligor (a member of the Group, other than after the occurrence of an Insolvency Event in respect of that Obligormember of the Group); 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: (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); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where Clause 4.2 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 Obligor member of the Group which is not in accordance with Clause 10 14 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group, that Finance Party will:Creditor or Operating Facility Lender will (in the case of any receipts and recoveries referred to in paragraph (e) above, if a Distress Event has not occurred, only if required by the Security Agent acting on the instructions of an Instructing Group): (i) in relation to receipts and recoveries not received or recovered by way of set-set- off: (aA) 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, subject to receiving payment instructions and Intercreditor Agent and any other relevant information from the Security Agent, promptly pay that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (bB) subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-off, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to that recovery to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 8.3 (Exclusions) and to Clause 8.5 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, Date any Finance Party Creditor receives or recovers: (Aa) 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 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where paragraph (a) of Clause 4.2 7.3 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where paragraph (a) of Clause 4.2 7.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) during a Standstill Period; (B) after the occurrence of a Distress Event; or (bC) as a result of any other litigation or proceedings against an Obligor a Debtor or the Parent (other than after the occurrence of an Insolvency Event in respect of that ObligorDebtor or the Parent (as applicable)); 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, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where paragraph (a) of Clause 4.2 7.3 (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 Obligor Debtor or the Parent which is not in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that ObligorDebtor or the Parent, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-off: (aA) hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for or separate from its own funds for the benefit of the Security and Intercreditor Agent and promptly pay or distribute that amount to the Security and Intercreditor Agent for application in accordance with the terms of this AgreementAgreement (it being agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trust expressed to be created by this clause, the relationship of the External Creditor to the Creditors shall be construed as one of principal and agent); and (bB) 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; 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 and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 8.3 (Exclusions) and to Clause 8.4 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Finance Party Creditor receives or recovers: (Aa) any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not eitherneither: (i) a Permitted Payment; ornor (ii) made in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where paragraph (a) of Clause 4.2 7.3 (Set Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where paragraph (a) of Clause 4.2 7.3 (Set-Set Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor a member of the Group or the Parent (other than after the occurrence of an Insolvency Event in respect of that ObligorDebtor or the Parent); 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, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where paragraph (a) of Clause 4.2 7.3 (Set-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 Obligor member of the Group or the Parent which is not in accordance with Clause 10 16 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligormember of the Group or the Parent, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-set- off: (aA) hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust (other than the Agent who will hold money on as a banker at all times) for or separate from its own funds for the benefit of the Security and Intercreditor Agent and promptly pay or distribute that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (bB) 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; and (ii) in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that receipt or recovery to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 7.2 (Exclusions) and to Clause 7.3 (Permitted assurance Assurance and receiptsReceipts), if at any time prior to the Final Senior Discharge Date, any Finance Party Creditor receives or recovers: (Aa) 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 10 15 (APPLICATION OF PROCEEDSApplication of Proceeds); (Bb) other than where paragraph (a) of Clause 4.2 6.2 (Set Set-Off) applies, any amount by way of set set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; (Cc) notwithstanding paragraphs (Aa) and (Bb) above, and other than where paragraph (a) of Clause 4.2 6.2 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (aA) after the occurrence of a Distress Event; or (bB) as a result of any other litigation or proceedings against an Obligor a Debtor (other than after the occurrence of an Insolvency Event in respect of that ObligorDebtor); 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, any amount received or recovered in accordance with Clause 15 (Application of Proceeds); (Dd) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 15 (APPLICATION OF PROCEEDSApplication of Proceeds); or (Ee) other than where paragraph (a) of Clause 4.2 6.2 (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 Obligor Debtor which is not in accordance with Clause 10 15 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that ObligorDebtor, that Finance Party Creditor will: (i) in relation to receipts and recoveries not received or recovered by way of set-off: (aA) 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 and Intercreditor Agent and promptly pay or distribute that amount to the Security and Intercreditor Agent for application in accordance with the terms of this Agreement; and (bB) 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; 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 and Intercreditor Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 5.2 6.3 (Exclusions) and to Clause 6.4 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Finance Party 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 10 (APPLICATION OF PROCEEDSApplication of Proceeds); (B) other than where Clause 4.2 5.3 (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; (C) notwithstanding paragraphs (A) and (B) above, and other than where Clause 4.2 5.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (a) after the occurrence of a Distress Event; or (b) as a result of any other litigation or proceedings against an Obligor (other than after the occurrence of an Insolvency Event in respect of that Obligor); or (ii) by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Distress Event; (D) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 10 (APPLICATION OF PROCEEDSApplication of Proceeds); or (E) other than where Clause 4.2 5.3 (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 Obligor which is not in accordance with Clause 10 (APPLICATION OF PROCEEDSApplication of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Obligor, that Finance Party 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 and Intercreditor Agent and promptly pay that amount to the Security and Intercreditor 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 and Intercreditor Agent for application in accordance with the terms of this Agreement; 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 and Intercreditor Agent for application in accordance with the terms of this Agreement.