Common use of Turnover by the Creditors Clause in Contracts

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 recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 4.3 5.2 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Creditor Finance Party 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 9 10 (Application of ProceedsAPPLICATION OF PROCEEDS); (bB) other than where Clause 3.2 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 Payment; (cC) notwithstanding paragraphs (aA) and (bB) above, and other than where Clause 3.2 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 Participating Creditor Acceleration Distress Event; or (Bb) as a result of any other litigation or proceedings against a Debtor or a Security Provider an Obligor (other than after the occurrence of an Insolvency EventEvent 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 Participating Creditor Acceleration Distress Event; (dD) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 9 10 (Application of ProceedsAPPLICATION OF PROCEEDS); or (eE) other than where Clause 3.2 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 Debtor or Security Provider Obligor which is not in accordance with Clause 9 10 (Application of ProceedsAPPLICATION OF PROCEEDS) and which is made as a result of, or after, the occurrence of an Insolvency EventEvent in respect of that Obligor, that Creditor will promptly after becoming aware of the same, notify the Security Agent in writing andFinance Party will: (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 Agent for application in accordance with the terms of this Agreement or, alternatively, promptly pay an amount equal to that receipt to the Security and Intercreditor 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 4.3 7.2 (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 not either: (i) neither a Permitted Payment; or (ii) Payment nor made in accordance with Clause 9 14 (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 Distress Event; or (B) as a result of any other litigation or proceedings against a Debtor or a Security Provider member of the Group (other than after the occurrence of an Insolvency EventEvent in respect of that 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 Participating Creditor Acceleration Distress Event, other than, in each case, any amount received or recovered in accordance with Clause 14 (Application of Proceeds); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 9 14 (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 member of the Group which is not in accordance with Clause 9 14 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency EventEvent in respect of that member of the Group, that Creditor will promptly after becoming aware of the same, notify the Security Agent in writing andwill: (i) in relation to receipts and recoveries not received or recovered by way of set-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 or distribute 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 or distribute 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 recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 4.3 5.2 (Permitted assurance and receipts), if at any time prior to the Final Discharge Datetime, 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 eitherneither: (i) a Permitted Intra-Group Payment; ornor (ii) made in accordance with Clause 9 12 (Application of Proceeds); (b) other than where Clause 3.2 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 Intra-Group Payment; (c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 3.2 4.2 (Set-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 Distress Event; or (B) as a result of any other litigation or proceedings against a Debtor or a Security Provider member of the Group (other than after the occurrence of an Insolvency EventEvent in respect of that 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 Participating Creditor Acceleration Distress Event, other than, in each case, any amount received or recovered in accordance with Clause 12 (Application of Proceeds); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 9 12 (Application of Proceeds); or (e) other than where Clause 3.2 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 Debtor or Security Provider member of the Group which is not in accordance with Clause 9 12 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency EventEvent in respect of that member of the Group, that Creditor will promptly after becoming aware of the same, notify the Security Agent in writing andwill: (i) in relation to receipts and recoveries not received or recovered by way of set-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 Collateral Agent and promptly pay or distribute that amount to the Security Collateral 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 AgreementDeed; 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 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 Collateral Agent for application in accordance with the terms of this AgreementDeed.

Turnover by the Creditors. Subject to Clause 4.3 7.3 (Exclusions) and to Clause 7.4 (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 11 (Application of Proceeds); (b) other than where Clause 3.2 6.3 (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 3.2 6.3 (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 Distress Event; or (B) as a result of any other litigation or proceedings against a Debtor or a Security Provider an Obligor (other than after the occurrence of an Insolvency EventEvent 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 Participating Creditor Acceleration Distress Event; (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 9 11 (Application of Proceeds); or (e) other than where Clause 3.2 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 Debtor or Security Provider Obligor which is not in accordance with Clause 9 11 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency EventEvent in respect of that Obligor, that Creditor will promptly after becoming aware of the same, notify the Security Agent in writing andwill: (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 Trustee 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 Trustee 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 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 Agent Trustee for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 4.3 10.3 (Permitted assurance and receiptsExclusions), 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 torespect of, any of the Liabilities which is not eitherneither: (i) a Permitted Payment; ornor (ii) made in accordance with Clause 9 16 (Application of Proceeds); (b) other than where paragraph (a) of Clause 3.2 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; (c) notwithstanding paragraphs (a) and (b) above, and other than where paragraph (a) of Clause 3.2 9.3 (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 Distress Event; or (B) as a result of any other litigation or proceedings against a Debtor or a Security Provider member of the Group (other than after the occurrence of an Insolvency EventEvent in respect of that 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 Participating Creditor Acceleration Distress Event, other than, in each case, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (d) 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 9 16 (Application of Proceeds); or (e) other than where paragraph (a) of Clause 3.2 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 Debtor or Security Provider member of the Group which is not in accordance with Clause 9 16 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency EventEvent in respect of that member of the Group, 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 pay 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 distribute 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 recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Agent for application in accordance with the terms Clause 16 (Application of this AgreementProceeds).

Turnover by the Creditors. Subject to Clause 4.3 6.3 (Exclusions) and to Clause 6.4 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any 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 9 10 (Application of Proceeds); (bB) other than where Clause 3.2 5.3 (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 3.2 5.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (Aa) after the occurrence of a Participating Creditor Acceleration Distress Event; or (Bb) as a result of any other litigation or proceedings against a Debtor or a Security Provider an Obligor (other than after the occurrence of an Insolvency EventEvent 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 Participating Creditor Acceleration Distress Event; (dD) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 9 10 (Application of Proceeds); or (eE) other than where Clause 3.2 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 Debtor or Security Provider Obligor which is not in accordance with Clause 9 10 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency EventEvent in respect of that Obligor, that Creditor will promptly after becoming aware of the same, notify the Security Agent in writing andwill: (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 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 (Bb) 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 recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 4.3 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 Creditor receives or recovers: (a) 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 9 (Application of Proceeds)Section 15; (b) other than where Clause 3.2 (Set-Off) Section 10.2 applies, any amount by way of set-off in respect of any of the Liabilities Obligations owed to it which does not give effect to a Permitted Payment; (c) notwithstanding paragraphs paragraph (a) and (b) above, and other than where Clause 3.2 (Set-Off) Section 10.2 applies, any amount: : (i) on account of, or in relation to, any of the Liabilities: Obligations: (A) after during the occurrence continuation of a Participating Creditor Acceleration Distress Event; or or (B) as a result of any other litigation or proceedings against a Debtor or a Security Provider member of the Group (other than after during the occurrence continuation of an Insolvency EventEvent in respect of that member 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 Participating Creditor Acceleration Distress Event; (d) 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 9 (Application of Proceeds)Section 15; or (e) other than where Clause 3.2 (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 Debtor or Security Provider member of the Group which is not in accordance with Clause 9 (Application of Proceeds) Section 15 and which is made as a result of, or after, the occurrence of an Insolvency EventEvent in respect of such member of the Group, 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: off (A) to the fullest extent permitted by applicable law, 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 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 and (B) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities Obligations to the Security 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 Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 4.3 (Permitted assurance and receipts), if 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 eitherneither: (i) a Permitted Payment; ornor (ii) made in accordance with Clause 9 16 (Application of Proceeds); (b) other than where paragraph (a) of Clause 3.2 ‎9.2 (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 3.2 9.2 (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 Distress Event; or (B) as a result of any other litigation or proceedings against a Debtor the Company or a Security Provider member of the Restricted US Group (other than after the occurrence of an Insolvency EventEvent in respect of the Company or that member 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 Participating Creditor Acceleration Distress Event, other than, in each case, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (d) 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 9 16 (Application of Proceeds); or (e) other than where paragraph (a) of Clause 3.2 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 Debtor the Company or Security Provider a member of the Restricted US Group which is not in accordance with Clause 9 16 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event, Event in respect of the Company or that member of the Restricted US Group (as applicable). 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 pay 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 distribute 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 recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 4.3 8.3 (Exclusions) and to Clause 8.5 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, 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 16 (Application of Proceeds); (b) other than where paragraph (a) of Clause 3.2 7.3 (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 paragraph (a) of Clause 3.2 7.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities: (A) during a Standstill Period; (B) after the occurrence of a Participating Creditor Acceleration Distress Event; or (BC) as a result of any other litigation or proceedings against a Debtor or a Security Provider the Parent (other than after the occurrence of an Insolvency EventEvent in respect of that Debtor 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 Participating Creditor Acceleration Distress Event, other than, in each case, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 9 16 (Application of Proceeds); or (e) other than where paragraph (a) of Clause 3.2 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 Debtor or Security Provider the Parent which is not in accordance with Clause 9 16 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency EventEvent in respect of that Debtor or the Parent, that Creditor will promptly after becoming aware of the same, notify the Security Agent in writing andwill: (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 or separate from its own funds for the benefit of the Security Agent and promptly pay or distribute that amount to the Security Agent for application in accordance with the terms of this Agreement or(it being agreed that, alternatively, promptly pay an amount equal in relation to that receipt any jurisdiction the courts of which would not recognise or give effect to the Security Agent for application in accordance with trust expressed to be created by this clause, the terms relationship of this Agreementthe External Creditor to the Creditors shall be construed as one of principal and agent); 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 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 Agent for application in accordance with the terms of this Agreement.