Common use of Pro Rata Sharing Clause in Contracts

Pro Rata Sharing. 32.1 Redistribution -------------- If any amount owing by an Obligor under this Agreement to a Finance Party (the "recovering Finance Party") is discharged by payment, ------------------------ set-off or any other manner other than through the Agent in accordance with Clause 12 (Payments) (a "recovery"), then:- -------- (a) the recovering Finance Party shall, within three Business Days, notify details of the recovery to the Agent; (b) the Agent shall determine whether the recovery is in excess of the amount which the recovering Finance Party would have received had the recovery been received by the Agent and distributed in accordance with Clause 12 (Payments); (c) subject to Clause 32.3 (Exception), the recovering Finance Party shall within three Business Days of demand by the Agent pay to the Agent an amount (the "redistribution") equal to the -------------- excess; (d) the Agent shall treat the redistribution as if it were a payment by the Obligor concerned under Clause 12 (Payments) and shall pay the redistribution to the Finance Parties (other than the recovering Finance Party) in accordance with Clause 12.7 (Partial Payments); and (e) after payment of the full redistribution, the recovering Finance Party will be subrogated to the portion of the claims paid under paragraph (d) above and that Obligor will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged. 32.2 Reversal of redistribution -------------------------- If under Clause 32.1 (Redistribution):- (a) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligor; and (b) the recovering Finance Party has paid a redistribution in relation to that recovery, each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party. Thereupon, the subrogation in Clause 32.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement.

Pro Rata Sharing. 32.1 Redistribution -------------- If any amount owing by an Obligor under this Agreement to a Finance Party (the "recovering a “Recovering Finance Party"”) is discharged by payment, ------------------------ set-off receives or recovers any other manner amount from the Borrower or otherwise in respect of sums due from the Borrower (other than through the Agent in accordance with Clause 12 9.2 (PaymentsPayments by Borrower)) (and applies that amount to a "recovery"), then:- --------payment due under the Finance Documents then: (a) the recovering Recovering Finance Party shall, within three (3) Business Days, notify details of the recovery receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount which the recovering Recovering Finance Party would have received been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 12 9.2 (PaymentsPayments by Borrower);, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) subject to Clause 32.3 (Exception), the recovering Recovering Finance Party shall shall, within three (3) Business Days of demand by the Agent Facility Agent, pay to the Facility Agent an amount (the "redistribution"“Sharing Payment”) equal to such receipt or recovery less any amount which the -------------- excess; (d) Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 14.2. The Facility Agent shall treat the redistribution Sharing Payment as if it were a payment had been paid by the Obligor concerned under Clause 12 (Payments) Borrower and shall pay the redistribution to distribute it between the Finance Parties (other than the recovering Recovering Finance Party) in accordance with this Clause 12.7 (Partial Payments); and (e) after payment of 14.2. On a distribution by the full redistributionFacility Agent under this Clause 14.2, the recovering Recovering Finance Party will be subrogated to the portion rights of the claims paid under paragraph (d) above Finance Parties which have shared in the redistribution. If and to the extent that Obligor will owe the recovering Recovering Finance Party is not able to rely on its rights of subrogation, the Borrower shall be liable to the Recovering Finance Party for a debt which is equal to the redistribution, Sharing Payment which is immediately payable due and payable. If any part of the type originally discharged. 32.2 Reversal of redistribution -------------------------- If under Clause 32.1 (Redistribution):-Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (ai) a recovering each Finance Party must subsequently return which has received a recoveryshare of the relevant Sharing Payment pursuant to this Clause 14.2 shall, or upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount measured by reference equal to a recovery, the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to an Obligorreimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (bii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the recovering Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 14.2 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has paid received or recovered as a redistribution in relation to result of taking legal or arbitration proceedings, if it notified that recovery, each other Finance Party shall, within three Business Days of demand by the recovering legal or arbitration proceedings and that other Finance Party through the Agent, reimburse the recovering Finance Party all had an opportunity to participate in those legal or the appropriate portion of the redistribution paid to that Finance Party. Thereupon, the subrogation in Clause 32.1(e) (Redistribution) will operate in reverse to the extent of the reimbursementarbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. 32.1 Redistribution -------------- 8.6.1 If any amount owing by an Obligor under this Agreement to a Finance Party (the "recovering a Recovering Finance Party") is discharged by payment, ------------------------ set-off receives or recovers any other manner amount from an Obligor other than through the Agent in accordance with Clause 12 (Payments) (this clause 8 and applies that amount to a "recovery"), then:- --------payment due under the Facility Documents then: (a) the recovering Recovering Finance Party shall, shall within three (3) Business Days, Days notify details of the receipt or recovery to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount which the recovering Recovering Finance Party would have received been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 12 (Payments);the relevant provisions of this clause 8, without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) subject to Clause 32.3 (Exception), the recovering Recovering Finance Party shall within three (3) Business Days of demand by the Facility Agent pay to the Facility Agent an amount (the "redistribution"Sharing Payment) equal to such receipt or recovery less any amount which the -------------- excess;Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made in accordance with the relevant provisions of this clause 8. DPP — Execution Version (d) the 8.6.2 The Facility Agent shall treat the redistribution Sharing Payment as if it were a payment had been paid by the relevant Obligor concerned under Clause 12 (Payments) and shall pay the redistribution to distribute it between the Finance Parties (other than the recovering Recovering Finance Party) in accordance with Clause 12.7 (Partial Payments); andthe relevant provisions of this clause 8. (e) after payment of 8.6.3 On a distribution by the full redistributionFacility Agent under clause 8.6.2, the recovering Recovering Finance Party will be subrogated to the portion rights of the claims paid under paragraph (d) above Finance Parties which have shared in the redistribution. 8.6.4 If and to the extent that Obligor will owe the recovering Recovering Finance Party is not able to rely on its rights under clause 8.6.3, the relevant Obligor shall be liable to the Recovering Finance Party for a debt which is equal to the redistribution, Sharing Payment which is immediately payable due and payable. 8.6.5 If any part of the type originally discharged. 32.2 Reversal of redistribution -------------------------- If under Clause 32.1 (Redistribution):-Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party then: (a) a recovering each Finance Party must subsequently return which has received a recovery, or share of the relevant Sharing Payment pursuant to clause 8.6.2 shall upon the request of the Facility Agent pay to the Facility Agent for the account of that Recovering Finance Party an amount measured by reference equal to a recovery, the appropriate part of its share of the Sharing Payment (together with such amount as is necessary to an Obligorreimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the recovering relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed. 8.6.6 This clause 8.6 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause 8.6, have a valid and enforceable claim against the relevant Obligor. 8.6.7 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has paid received or recovered as a redistribution in relation to result of taking legal or arbitration proceedings if: (a) it notified that recovery, each other Finance Party shall, within three Business Days of demand by the recovering legal or arbitration proceedings; and (b) that other Finance Party through the Agent, reimburse the recovering Finance Party all had an opportunity to participate in those legal or the appropriate portion of the redistribution paid to that Finance Party. Thereupon, the subrogation in Clause 32.1(e) (Redistribution) will operate in reverse to the extent of the reimbursementarbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. 32.1 28.1 Redistribution -------------- If any amount owing by an Obligor the Borrower under this Agreement the Finance Documents to a Finance Party (the "recovering Finance Party") is discharged by payment, ------------------------ set-off or any other manner other than through the Agent in accordance with Clause 12 10 (Payments) (a "recovery"), then:- --------then:- (a) the recovering Finance Party shall, within three Business Days, notify details of the recovery to the Agent; (b) the Agent shall determine whether the recovery is in excess of the amount which the recovering Finance Party would have received had the recovery been received by the Agent and distributed in accordance with Clause 12 10 (Payments); (c) subject to Clause 32.3 28.3 (Exception), the recovering Finance Party shall shall, within three Business Days of demand by the Agent Agent, pay to the Agent an amount (the "redistribution") equal to the -------------- excess; (d) the Agent shall treat the redistribution as if it were a payment by the Obligor Borrower concerned under Clause 12 10 (Payments) and shall pay the redistribution to the Finance Parties (other than the recovering Finance Party) in accordance with Clause 12.7 10.7 (Partial Payments); and (e) after payment of the full redistribution, the recovering Finance Party will be subrogated to the portion of the claims paid under paragraph (d) above above, and that Obligor the Borrower will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged. 32.2 28.2 Reversal of redistribution -------------------------- If under Clause 32.1 28.1 (Redistribution):- (a) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligora Borrower; and (b) the recovering Finance Party has paid a redistribution in relation to that recovery, each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance PartyParty together with interest on the amount to be returned to the recovering Finance Party for the period whilst it held the re-distribution. Thereupon, Thereupon the subrogation in Clause 32.1(e28.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement. 28.3 Exceptions (a) A recovering Finance Party need not pay a redistribution to the extent that it would not, after the payment, have a valid claim against the Borrower in the amount of the redistribution pursuant to Clause 28.1(e) (Redistribution).

Pro Rata Sharing. 32.1 28.1 Redistribution -------------- If any amount owing by an Obligor a Borrower under this Agreement the Finance Documents to a Finance Party (the "recovering Finance Party") is discharged by payment, ------------------------ set-off or any other manner other than through the Agent in accordance with Clause 12 10 (Payments) (a "recovery"), then:- --------then:- (a) the recovering Finance Party shall, within three Business Days, notify details of the recovery to the Agent; (b) the Agent shall determine whether the recovery is in excess of the amount which the recovering Finance Party would have received had the recovery been received by the Agent and distributed in accordance with Clause 12 10 (Payments); (c) subject to Clause 32.3 28.3 (Exception), the recovering Finance Party shall shall, within three Business Days of demand by the Agent Agent, pay to the Agent an amount (the "redistribution") equal to the -------------- excess; (d) the Agent shall treat the redistribution as if it were a payment by the Obligor Borrower concerned under Clause 12 10 (Payments) and shall pay the redistribution to the Finance Parties (other than the recovering Finance Party) in accordance with Clause 12.7 10.7 (Partial Payments); and (e) after payment of the full redistribution, the recovering Finance Party will be subrogated to the portion of the claims paid under paragraph (d) above above, and that Obligor Borrower will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged. 32.2 28.2 Reversal of redistribution -------------------------- If under Clause 32.1 28.1 (Redistribution):- (a) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligora Borrower; and (b) the recovering Finance Party has paid a redistribution in relation to that recovery, each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance PartyParty together with interest on the amount to be returned to the recovering Finance Party for the period whilst it held the re-distribution. Thereupon, Thereupon the subrogation in Clause 32.1(e28.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement. 28.3 Exceptions (a) A recovering Finance Party need not pay a redistribution to the extent that it would not, after the payment, have a valid claim against the Borrower concerned in the amount of the redistribution pursuant to Clause 28.1(e) (Redistribution).

Pro Rata Sharing. 32.1 Redistribution -------------- If any amount owing by an Obligor under this Agreement to a Finance Party (the "recovering a “Recovering Finance Party"”) is discharged by payment, ------------------------ set-off receives or recovers any other manner amount from the Borrower or otherwise in respect of sums due from the Borrower (other than through the Agent in accordance with Clause 12 (Payments12.2 or the terms of any Fee Letter) (and applies that amount to a "recovery"), then:- --------payment due under the Finance Documents then: (a) the recovering Recovering Finance Party shall, within three (3) Business Days, notify details of the recovery receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount which the recovering Recovering Finance Party would have received been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 12 (Payments);12.2 or the terms of the relevant Fee Letter, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) subject to Clause 32.3 (Exception), the recovering Recovering Finance Party shall shall, within three (3) Business Days of demand by the Agent Facility Agent, pay to the Facility Agent an amount (the "redistribution"“Sharing Payment”) equal to such receipt or recovery less any amount which the -------------- excess; (d) Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 17.4. The Facility Agent shall treat the redistribution Sharing Payment as if it were a payment had been paid by the Obligor concerned under Clause 12 (Payments) Borrower and shall pay the redistribution to distribute it between the Finance Parties (other than the recovering Recovering Finance Party) in accordance with this Clause 12.7 (Partial Payments); and (e) after payment of 17.4. On a distribution by the full redistributionFacility Agent under this Clause 17.4, the recovering Recovering Finance Party will be subrogated to the portion rights of the claims paid under paragraph (d) above Finance Parties which have shared in the redistribution. If and to the extent that Obligor will owe the recovering Recovering Finance Party is not able to rely on its rights of subrogation, the Borrower shall be liable to the Recovering Finance Party for a debt which is equal to the redistribution, Sharing Payment which is immediately payable due and payable. If any part of the type originally discharged. 32.2 Reversal of redistribution -------------------------- If under Clause 32.1 (Redistribution):-Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (ai) a recovering each Finance Party must subsequently return which has received a recoveryshare of the relevant Sharing Payment pursuant to this Clause 17.4 shall, or upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount measured by reference equal to a recovery, the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to an Obligorreimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (bii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the recovering Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 17.4 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has paid received or recovered as a redistribution in relation to result of taking legal or arbitration proceedings, if it notified that recovery, each other Finance Party shall, within three Business Days of demand by the recovering legal or arbitration proceedings and that other Finance Party through the Agent, reimburse the recovering Finance Party all had an opportunity to participate in those legal or the appropriate portion of the redistribution paid to that Finance Party. Thereupon, the subrogation in Clause 32.1(e) (Redistribution) will operate in reverse to the extent of the reimbursementarbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. 32.1 Redistribution -------------- If any amount owing by an Obligor under this Agreement to a Finance Party (the "recovering a “Recovering Finance Party"”) is discharged by payment, ------------------------ setreceives or recovers any amount from the Co-off borrowers or any other manner otherwise in respect of sums due from the Co-borrowers (other than through the Agent in accordance with Clause 12 (Payments10.2) (and applies that amount to a "recovery"), then:- --------payment due under the Finance Documents then: (a) the recovering Recovering Finance Party shall, within three (3) Business Days, notify details of the recovery receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount which the recovering Recovering Finance Party would have received been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 12 (Payments);10.2, without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) subject to Clause 32.3 (Exception), the recovering Recovering Finance Party shall shall, within three (3) Business Days of demand by the Agent Facility Agent, pay to the Facility Agent an amount (the "redistribution"“Sharing Payment”) equal to such receipt or recovery less any amount which the -------------- excess; (d) Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 15.4. The Facility Agent shall treat the redistribution Sharing Payment as if it were a payment had been paid by the Obligor concerned under Clause 12 (Payments) Co-borrowers or relevant Guarantors and shall pay the redistribution to distribute it between the Finance Parties (other than the recovering Recovering Finance Party) in accordance with this Clause 12.7 (Partial Payments); and (e) after payment of 15.4. On a distribution by the full redistributionFacility Agent under this Clause 15.4, the recovering Recovering Finance Party will be subrogated to the portion rights of the claims paid under paragraph (d) above Finance Parties which have shared in the redistribution. If and to the extent that Obligor will owe the recovering Recovering Finance Party is not able to rely on its rights of subrogation, the Co-borrowers shall be liable to the Recovering Finance Party for a debt which is equal to the redistribution, Sharing Payment which is immediately payable due and payable. If any part of the type originally discharged. 32.2 Reversal of redistribution -------------------------- If under Clause 32.1 (Redistribution):-Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (ai) a recovering each Finance Party must subsequently return which has received a recoveryshare of the relevant Sharing Payment pursuant to this Clause 15.4 shall, or upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount measured by reference equal to a recovery, the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to an Obligorreimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (bii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the recovering Co-borrowers will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 15.4 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Co-borrowers or the relevant Guarantors. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has paid received or recovered as a redistribution in relation to result of taking legal or arbitration proceedings, if it notified that recovery, each other Finance Party shall, within three Business Days of demand by the recovering legal or arbitration proceedings and that other Finance Party through the Agent, reimburse the recovering Finance Party all had an opportunity to participate in those legal or the appropriate portion of the redistribution paid to that Finance Party. Thereupon, the subrogation in Clause 32.1(e) (Redistribution) will operate in reverse to the extent of the reimbursementarbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Pro Rata Sharing. 32.1 Redistribution -------------- If any amount owing by an Obligor under this Agreement to a Finance Party (the "recovering a “Recovering Finance Party"”) is discharged by payment, ------------------------ set-off receives or recovers any other manner amount from the Borrower or otherwise in respect of sums due from the Borrower (other than through the Agent in accordance with Clause 12 (Payments12.2 or the terms of any Fee Letter) (and applies that amount to a "recovery"), then:- --------payment due under the Finance Documents then: (a) the recovering Recovering Finance Party shall, within three (3) Business Days, notify details of the recovery receipt or recovery, to the Agent; (b) the Agent shall determine whether the receipt or recovery is in excess of the amount which the recovering Recovering Finance Party would have received been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 12 (Payments);12.2 or the terms of the relevant Fee Letter, without taking account of any tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (c) subject to Clause 32.3 (Exception), the recovering Recovering Finance Party shall shall, within three (3) Business Days of demand by the Agent Agent, pay to the Agent an amount (the "redistribution"“Sharing Payment”) equal to such receipt or recovery less any amount which the -------------- excess; (d) Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with this Clause 17.4. The Agent shall treat the redistribution Sharing Payment as if it were a payment had been paid by the Obligor concerned under Clause 12 (Payments) relevant Borrower and shall pay the redistribution to distribute it between the Finance Parties (other than the recovering Recovering Finance Party) in accordance with this Clause 12.7 (Partial Payments); and (e) after payment of 17.4. On a distribution by the full redistributionAgent under this Clause 17.4, the recovering Recovering Finance Party will be subrogated to the portion rights of the claims paid under paragraph (d) above Finance Parties which have shared in the redistribution. If and to the extent that Obligor will owe the recovering Recovering Finance Party is not able to rely on its rights of subrogation, the Borrower shall be liable to the Recovering Finance Party for a debt which is equal to the redistribution, Sharing Payment which is immediately payable due and payable. If any part of the type originally discharged. 32.2 Reversal of redistribution -------------------------- If under Clause 32.1 (Redistribution):-Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (ai) a recovering each Finance Party must subsequently return which has received a recoveryshare of the relevant Sharing Payment pursuant to this Clause 17.4 shall, or upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount measured by reference equal to a recovery, the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to an Obligorreimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and (bii) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the recovering Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed. This Clause 17.4 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has paid received or recovered as a redistribution in relation to result of taking legal or arbitration proceedings, if it notified that recovery, each other Finance Party shall, within three Business Days of demand by the recovering legal or arbitration proceedings and that other Finance Party through the Agent, reimburse the recovering Finance Party all had an opportunity to participate in those legal or the appropriate portion of the redistribution paid to that Finance Party. Thereupon, the subrogation in Clause 32.1(e) (Redistribution) will operate in reverse to the extent of the reimbursementarbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.