Common use of Turnover by the Subordinated Creditors Clause in Contracts

Turnover by the Subordinated Creditors. Subject to Clause 11.5 (Permitted assurance and receipts), if at any time prior to the Final Discharge Date, any Subordinated 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 15 (Application of Proceeds); (b) other than where Clause 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 (i) a Permitted Payment; (ii) any action referred to in subparagraphs (A) or (B) of the definition of “Enforcement Action” in Clause 1.1 (Definitions); or (iii) any action which is permitted by Clause 8.7(b); or (c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 10.3 (Set-Off) applies, any amount: (i) on account of, or in relation to, any of the Shareholder Liabilities or the Intra-Group Liabilities: (A) after the occurrence of a Distress Event; or (B) as a result of any other litigation or proceedings against a Debtor or a member of the Group where the Intra-Group Lender has provided Transaction Security in respect of Intra-Group Liabilities owed by that member of the Group (other than after the occurrence of an Insolvency Event in respect of that Debtor or that member of the Group), other than, in each case, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); or (ii) by way of set-off in respect of any of the Shareholder Liabilities or Intra-Group Liabilities owed to it after the occurrence of a Distress Event; or (d) other than where Clause 10.3 (Set-Off) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Shareholder Liabilities or Intra-Group Liabilities owed by any Debtor which is not in accordance with Clause 15 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Debtor, that Subordinated Creditor (as applicable) 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 separate from other assets, property or funds and promptly pay that amount 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 Subordinated Creditors. Subject to Clause 11.5 (Permitted assurance and receipts), if If at any time prior to the Final Discharge Date, any Subordinated Creditor receives or recovers:recovers (other than in accordance with Clause ‎13 (Application of Proceeds): (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 15 ‎‎13 (Application of Proceeds); (b) other than where Clause 10.3 ‎8.3 (Set-Offoff) applies, any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to (i) a Permitted Payment; (ii) any action referred to in subparagraphs (A) or (B) of the definition of “Enforcement Action” in Clause 1.1 (Definitions); or (iii) any action which is permitted by Clause 8.7(b); or; (c) notwithstanding paragraphs (a) and (b) above, and other than where Clause 10.3 ‎8.3 (Set-Offoff) applies, any amount: (i) on account of, or in relation to, any of the Shareholder Liabilities or the Intra-Group Liabilities: (A) after the occurrence of a Distress Event; or (B) as a result of any other litigation or proceedings against a Debtor or a member of the Group where the Intra-Group Lender has provided Transaction Security in respect of Intra-Group Liabilities owed by that member of the Group (other than after the occurrence of an Insolvency Event in respect of that Debtor or that member of the Group), other than, in each case, any amount received or recovered in accordance with Clause 16 (Application of Proceeds); or (ii) by way of set-off in respect of any of the Shareholder Liabilities or Intra-Group 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 ‎13 (Application of Proceeds); or (d) other than where Clause 10.3 ‎‎8.3 (Set-Offoff) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Shareholder Liabilities or Intra-Group Liabilities owed by any Debtor member of the Group which is not in accordance with Clause 15 ‎‎13 (Application of Proceeds) and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that Debtormember of the Group, that Subordinated Creditor (as applicable) 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 separate from other assets, property or funds and promptly pay that amount 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.