Common use of Turnover by the Creditors Clause in Contracts

Turnover by the Creditors. Subject to Clause 10.3 (Exclusions), Clause 10.4 (Permitted assurance and receipts), Clause 16 (Additional debt) and, in the case of a Notes Trustee only, to Clause 26.1 (Liability), if at any time prior to the Final Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Provider: (a) any Payment or distribution of, or on account of or in relation to: (i) any of the Liabilities which is prohibited by the terms of this Agreement; or (ii) following the occurrence of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities; (b) other than where Clause 9.3 (Set-Off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment (or another payment or distribution not otherwise prohibited by the terms of this Agreement); (c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 9.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities after the occurrence of a Distress Event (including as a result of any litigation or proceedings against a member of the Group or Third Party Security Provider, other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security Provider); or (ii) by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Distress Event, other than, in each case: A44420063 (A) any amount received or recovered in accordance with Clause 14 (Application of proceeds); and (B) in the case of Intra-Group Liabilities, any amount received or recovered in accordance with Clause 8 (Intra-Group Lenders and Intra-Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuing); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 (Application of proceeds); or (e) other than where Clause 9.3 (Set-Off) or Clause 16 (Additional debt) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group or Third Party Security Provider which is not in accordance with Clause 14 (Application of proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security Provider, that 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: (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 Agent and, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement; and (B) 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 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 Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 10.3 (Exclusions), Clause 10.4 6.2 (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 First Discharge Date, any Creditor or Operating Facility Lender Junior Finance Party receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Providera Subordinated Guarantor: (aA) any Payment or distribution of, or on account of or in relation to, any of the Subordinated Liabilities which is not either: (i) any of the Liabilities which is prohibited by the terms of this Agreementa Permitted Payment; or (ii) following the occurrence of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilitiesmade in accordance with Clause 9 (APPLICATION OF PROCEEDS); (bB) other than where Clause 9.3 5.2 (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 (or another payment or distribution not otherwise prohibited by the terms of this Agreement)Payment; (cC) notwithstanding paragraphs (aA) and (bB) above, and other than where Clause 9.3 5.2 (Set-Set Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities Subordinated Liabilities: (a) after the occurrence of a Distress Event Event; or (including b) as a result of any other litigation or proceedings against a member of the Group or Third Party Security Provider, Subordinated Guarantor (other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderObligor); 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, 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); (diii) the proceeds of any enforcement of any Transaction Security Subordinated Guarantee except in accordance with Clause 14 9 (Application of proceedsAPPLICATION OF PROCEEDS); or (eiv) other than where Clause 9.3 5.2 (Set-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 Subordinated Liabilities owed by any member of the Group or Third Party Security Provider Subordinated Guarantor which is not in accordance with Clause 14 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 member of the Group or Third Party Security ProviderSubordinated Guarantor, that 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):Junior Finance Party will: (iv) 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 Proceeds Agent and, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay that amount to the Security Proceeds 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 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, 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 Proceeds Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. (a) Subject to Clause 2.4 (Additional and/or Refinancing Indebtedness), Clause 10.3 (Exclusions), Clause 10.4 (Permitted assurance and receipts), ) and Clause 16 16.1 (Additional debtNew Debt Financing) and, in the case of a Senior Secured Notes Trustee onlyAmounts, to paragraphs (a) and (c) of Clause 26.1 (Liability), if at any time prior to the Final Senior Secured Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security ProviderGroup: (ai) any Payment or distribution of, or on account of or in relation to: (i) , any of the Liabilities which is prohibited by the terms of this Agreementnot either: (A) a Permitted Payment; or (iiB) following the occurrence made in accordance with Clause 14 (Application of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility LiabilitiesProceeds); (bii) other than where Clause 9.3 (Set-Off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment (or another payment or distribution not otherwise prohibited by the terms of this Agreement)Payment; (ciii) notwithstanding sub-paragraphs (ai) and (bii) above, and other than where Clause 9.3 (Set-Off) applies, any amount: (iA) on account of, or in relation to, any of the Liabilities Liabilities: (1) after the occurrence of a Distress Event Event; or (including 2) as a result of any other litigation or proceedings against a member of the Group or Third Party Security Provider, (other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup); 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: 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 continuingProceeds); (div) Enforcement Proceeds or the proceeds of any enforcement of any Transaction Security Distressed Disposal except where received or recovered in accordance with Clause 14 (Application of proceedsProceeds); or (ev) other than where Clause 2.4 (Additional and/or Refinancing Indebtedness), Clause 9.3 (Set-Off) or Clause 16 16.1 (Additional debtNew 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 member of the Group or Third Party Security Provider which is not in accordance with Clause 14 (Application of proceedsProceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group Group, other than, in each case, any amount received or Third Party Security Providerrecovered in accordance with Clause 14 (Application of Proceeds), that 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):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 Agent and, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement; and (B2) 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 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, 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 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 10.3 11.3 (Exclusions), Clause 10.4 11.4 (Permitted assurance and receipts), Clause 16 ) and (Additional debt) and, in the case of a each Senior Secured Notes Trustee only, to and each Senior Unsecured Notes Trustee) Clause 26.1 26 (LiabilitySenior Secured Notes Trustees), if at any time prior to the Final Discharge Date, Date any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Providerrecovers: (a) any Payment or distribution of, or on account of or in relation to: (i) , or on account of the purchase or acquisition of, any of the Liabilities which is prohibited by the terms of this Agreementnot either: (i) a Permitted Payment; or (ii) following the occurrence made in accordance with Clause 15 (Application of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility LiabilitiesProceeds); (b) other than where Clause 9.3 10.3 (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 (or another payment or distribution not otherwise prohibited by the terms of this Agreement)Payment; (c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 9.3 10.3 (Set-Set Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities Liabilities: (A) after the occurrence of a Distress Event Event; or (including B) as a result of any litigation or proceedings other Enforcement Action against a member of the Group or Third Party Security Provider, (other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup); 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: 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 15 (Intra-Group Lenders and Intra-Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuingApplication of Proceeds); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 15 (Application of proceedsProceeds); or (e) other than where Clause 9.3 10.3 (Set-Set Off) or Clause 16 (Additional debt) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group or Third Party Security Provider which is not in accordance with Clause 14 15 (Application of proceedsProceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup, that 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):will: (i) in relation to receipts and recoveries not received or recovered by way of set-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 Agent and, subject to receiving payment instructions Trustee and any other relevant information from the Security Agent, promptly pay that amount to the Security Agent Trustee for application in accordance with the terms of this Agreement; and (B) 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 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, 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 Agent Trustee for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 10.3 (Exclusions), Clause 10.4 (Permitted assurance and receipts), Clause 16 (Additional debtDebt) and, in the case of a Notes Trustee only, to Clause 26.1 (Liability), if at any time prior to the Final Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security ProviderGroup: (a) any Payment or distribution of, or on account of or in relation to: (i) any of the Liabilities which is prohibited by the terms of this Agreement; or (ii) following the occurrence of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities; (b) other than where Clause 9.3 (Set-Off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment (or another payment or distribution not otherwise prohibited by the terms of this Agreement); (c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 9.3 (Set-Set- Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities after the occurrence of a Distress Event (including as a result of any litigation or proceedings against a member of the Group or Third Party Security ProviderGroup, other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup); 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 proceedsProceeds); and (B) in the case of Intra-Group Liabilities, any amount received or recovered in accordance with Clause 8 (Intra-Group Lenders and Intra-Intra- Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuing); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 (Application of proceedsProceeds); or (e) other than where Clause 9.3 (Set-Off) or Clause 16 (Additional debtDebt) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group or Third Party Security Provider which is not in accordance with Clause 14 (Application of proceedsProceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup, that 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: (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 Agent and, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement; and (B) 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 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 Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 10.3 7.2 (Exclusions), ) and to Clause 10.4 7.3 (Permitted assurance Assurance and receipts), Clause 16 (Additional debt) and, in the case of a Notes Trustee only, to Clause 26.1 (LiabilityReceipts), if at any time prior to the Final Senior Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Providerrecovers: (a) any Payment or distribution of, or on account of or in relation to: (i) , any of the Liabilities which is prohibited by the terms of this Agreementnot either: (i) a Permitted Payment; or (ii) following the occurrence made in accordance with Clause 15 (Application of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility LiabilitiesProceeds); (b) other than where paragraph (a) of Clause 9.3 6.2 (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 (or another payment or distribution not otherwise prohibited by the terms of this Agreement)Payment; (c) notwithstanding paragraphs (a) and (b) above, and other than where paragraph (a) of Clause 9.3 6.2 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities Liabilities: (A) after the occurrence of a Distress Event Event; or (including B) as a result of any other litigation or proceedings against a member of the Group or Third Party Security Provider, Debtor (other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderDebtor); 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 15 (Intra-Group Lenders and Intra-Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuingApplication of Proceeds); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 15 (Application of proceedsProceeds); or (e) other than where paragraph (a) of Clause 9.3 6.2 (Set-Off) or Clause 16 (Additional debt) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group or Third Party Security Provider Debtor which is not in accordance with Clause 14 15 (Application of proceedsProceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderDebtor, that 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):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 Agent and, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay or distribute that amount to the Security Agent for application in accordance with the terms of this Agreement; and (B) subject to receiving payment instructions and any other relevant information from the Security Agent, 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, 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 Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 10.3 8.3 (Exclusions), ) and to Clause 10.4 8.4 (Permitted assurance and receipts), Clause 16 (Additional debt) and, in the case of a Notes Trustee onlythe Bondholders Agent Amounts, to paragraphs (a) and (c) of Clause 26.1 (Liability), if at any time prior to the Final Senior Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Providerrecovers: (a) any Payment or distribution of, or on account of or in relation to: (i) , any of the Liabilities which is prohibited by the terms of this Agreementneither: (i) a Permitted Payment; ornor (ii) following the occurrence made in accordance with Clause 16 (Application of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility LiabilitiesProceeds); (b) other than where paragraph (a) of Clause 9.3 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 (or another payment or distribution not otherwise prohibited by the terms of this Agreement)Payment; (c) notwithstanding paragraphs (a) and (b) above, and other than where paragraph (a) of Clause 9.3 7.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities Liabilities: (A) after the occurrence of a Distress Event Event; or (including B) as a result of any other litigation or proceedings against a Debtor or a member of the Group or Third Party Security Provider, (other than after the occurrence of an Insolvency Event in respect of that Debtor or member of the Group or Third Party Security ProviderGroup); 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 16 (Intra-Group Lenders and Intra-Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuingApplication of Proceeds); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 16 (Application of proceedsProceeds); or (e) other than where paragraph (a) of Clause 9.3 7.3 (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 Debtor or member of the Group or Third Party Security Provider which is not in accordance with Clause 14 16 (Application of proceedsProceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Debtor or member of the Group or Third Party Security ProviderGroup, that 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):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 behalf of the Security Agent and, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay or distribute that amount to the Security Agent for application in accordance with the terms of this Agreement; and (B) subject to receiving payment instructions and any other relevant information from the Security Agent, 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, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to that receipt or recovery to the Security Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 10.3 8.3 (Exclusions), ) and to Clause 10.4 8.4 (Permitted assurance and receipts), Clause 16 (Additional debt) and, in the case of a Notes Trustee only, to Clause 26.1 (Liability), if at any time prior to the Final Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Providerrecovers: (a) any Payment or distribution of, or on account of or in relation to: (i) , any of the Liabilities which is prohibited by the terms of this Agreementneither: (i) a Permitted Payment; ornor (ii) following the occurrence made in accordance with Clause 16 (Application of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility LiabilitiesProceeds); (b) other than where paragraph (a) of Clause 9.3 7.3 (Set-Set Off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment (or another payment or distribution not otherwise prohibited by the terms of this Agreement)Payment; (c) notwithstanding paragraphs (a) and (b) above, and other than where paragraph (a) of Clause 9.3 7.3 (Set-Set Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities Liabilities: (A) after the occurrence of a Distress Event Event; or (including B) as a result of any other litigation or proceedings against a member of the Group or Third Party Security Provider, the Parent (other than after the occurrence of an Insolvency Event in respect of that member of Debtor or the Group or Third Party Security ProviderParent); 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 16 (Intra-Group Lenders and Intra-Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuingApplication of Proceeds); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 16 (Application of proceedsProceeds); or (e) other than where paragraph (a) of Clause 9.3 7.3 (Set-Set Off) or Clause 16 (Additional debt) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group or Third Party Security Provider the Parent which is not in accordance with Clause 14 16 (Application of proceedsProceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security Providerthe Parent, that 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):will: (i) in relation to receipts and recoveries not received or recovered by way of set-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 (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 Agent and, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay or distribute that amount to the Security Agent for application in accordance with the terms of this Agreement; and (B) subject to receiving payment instructions and any other relevant information from the Security Agent, 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, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay an amount equal to that receipt or recovery to the Security Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 10.3 (Exclusions), Clause 10.4 (Permitted assurance and receipts), Clause 16 (Additional debtDebt) and, in the case of a Notes Trustee only, to Clause 26.1 (Liability), if at any time prior to the Final Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security ProviderGroup: (a) any Payment or distribution of, or on account of or in relation to: (i) any of the Liabilities which is prohibited by the terms of this Agreement; or (ii) following the occurrence of a Super Senior Distress Event or a Senior Distress Event which is continuing, any Super Senior Lender Liabilities, Senior Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities; (b) other than where Clause 9.3 (Set-Off) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment (or another payment or distribution not otherwise prohibited by the terms of this Agreement); (c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 9.3 (Set-Set- Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities after the occurrence of a Distress Event (including as a result of any litigation or proceedings against a member of the Group or Third Party Security ProviderGroup, other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup); 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 proceedsProceeds); and (B) in the case of Intra-Group Liabilities, any amount received or recovered in accordance with Clause 8 (Intra-Group Lenders and Intra-Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuing); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 (Application of proceedsProceeds); or (e) other than where Clause 9.3 (Set-Off) or Clause 16 (Additional debtDebt) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group or Third Party Security Provider which is not in accordance with Clause 14 (Application of proceedsProceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup, that 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: (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 Agent and, subject to receiving payment instructions and any other relevant information from the Security Agent, promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement; and (B) 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 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 Agent for application in accordance with the terms of this Agreement.

Turnover by the Creditors. Subject to Clause 10.3 8.2 (Exclusions), ) and to Clause 10.4 8.3 (Permitted assurance Assurance and receipts), Clause 16 (Additional debt) and, in the case of a Notes Trustee only, to Clause 26.1 (LiabilityReceipts), if at any time prior to the Final Discharge Date, any Creditor or Operating Facility Lender receives or recovers from any member of the Group or (in relation to any Third Party Security) any Third Party Security Providerrecovers: (a) any Payment or distribution of, or on account of of, or in relation to: (i) , any of the Liabilities which is prohibited by the terms of this Agreementneither: (i) a Permitted Payment; ornor (ii) following the occurrence made in accordance with Clause 16 (Application of a Senior Distress Event which is continuing, any Senior Lender Liabilities, Hedging Liabilities, Senior Notes Liabilities, Permitted Senior Financing Liabilities or Operating Facility LiabilitiesProceeds); (b) other than where Clause 9.3 6.2 (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 (or another payment or distribution not otherwise prohibited by the terms of this Agreement)Payment; (c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 9.3 6.2 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Liabilities Liabilities: (A) after the occurrence of a Distress Event Event; or (including B) as a result of any other litigation or proceedings against a member of the Group or Third Party Security Provider, (other than after the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup); 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 16 (Intra-Group Lenders and Intra-Group Liabilities) (to the extent permitted to be received or recovered notwithstanding that an Acceleration Event is continuingApplication of Proceeds); (d) the proceeds of any enforcement of any Transaction Security except in accordance with Clause 14 16 (Application of proceedsProceeds); or (e) other than where Clause 9.3 6.2 (Set-Off) or Clause 16 (Additional debt) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group or Third Party Security Provider which is not in accordance with Clause 14 16 (Application of proceedsProceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group or Third Party Security ProviderGroup, that 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):will: (i) in relation to receipts and recoveries not received or recovered by way of set-offset‑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 Senior Security Agent and(or, subject to receiving payment instructions and any other relevant information from following the Senior Discharge Date, the Second Lien Security Agent, ) and promptly pay or distribute that amount to the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) for application in accordance with the terms of this Agreement; and (B) subject to receiving payment instructions and any other relevant information from the Security Agent, 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 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-off, subject to receiving payment instructions and any other relevant information from the Security Agentset‑off, promptly pay an amount equal to that recovery to the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) for application in accordance with the terms of this Agreement.