Common use of Payments and Calculations Clause in Contracts

Payments and Calculations. 12.1 The Borrower shall at all times ensure that there are sufficient funds in its bank accounts on any Repayment Date to cover the payment of the next instalment of Principal and/or interest on the next Interest Payment Date. 12.2 All payments to be made by the Borrower hereunder shall be made to such accounts of the Agent or the Banks with such banks as the Agent shall notify the Borrower from time to time, by not later than 11. a.m. London time in USD in freely transferable funds which are for same day settlement or in such other USD funds as shall for the time being be customary for the settlement of transactions of this nature. 12.3 All payments by the Borrower shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature, unless the Borrower is compelled by law to make payment subject to any such Taxes. In the event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent and the Banks receive a net amount equal to that which they would have received had such deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable after any request by it an official receipt of the payment of any Taxes so deducted. 12.4 If the date on which a payment is due to be made hereunder is not a Banking Day, such date of payment shall be the first following Banking Day unless payment would thereby be made in a new calendar month, in which case the payment shall be made on the preceding Banking Day. 12.5 Interest and any other payments hereunder of an annual nature shall accrue from day to day and be calculated on the actual number of days elapsed on the basis of a 360 days year. 12.6 If any amount of Principal is for any reason repaid on a day other than a Repayment Date, the Borrower shall pay to the Agent on demand such amount as may be necessary to compensate the Agent and the Banks for any loss, premium or penalty incurred by them in respect of the liquidation or reemployment of funds borrowed for the purpose of maintaining the amount repaid. 12.7 The Borrower shall promptly, on demand by a Bank, pay to that Bank the amount of any increased cost relating to this Loan Agreement incurred by it as a result of: (a) any change in, or any change in the interpretation or application by any competent authority of, any relevant law or regulation after the date of this Loan Agreement; or (b) compliance with any regulation made by a competent authority of the jurisdiction in which it is incorporated and/or in which its principal office is located after the date of this Loan Agreement, including any law or regulation relating to taxation (save for tax on overall net income and to the extent such increased cost is attributable to a Tax deduction or withholding required by law to be made by the Borrower or compensated for by Clause 12.3), or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control. 12.8 In this Loan Agreement, "increased cost" means: (a) an additional cost incurred by a Bank as a result of the Bank having entered into, or performing, maintaining or funding its obligations under this Loan Agreement save for an increase in general administration cost of such Bank; (b) a reduction in any amount payable to a Bank or the effective return to a Bank on its capital which would not have occurred had that Bank not entered into this Loan Agreement; or (c) the amount of any payment made by a Bank, or the amount of any interest or other return foregone by a Bank, calculated by reference to any amounts received or receivable by that Bank from the Agent or the Borrower under this Loan Agreement, all as certified by the relevant Bank, such certificate to set out in reasonable detail the circumstances giving rise to the claim for payment of increased costs and the calculations of the amount claimed and shall be conclusive evidence, save for manifest error, of the amount due from the Borrower.

Payments and Calculations. 12.1 The Borrower shall at all times ensure that there are sufficient funds in its bank accounts on any Repayment Date to cover the payment of the next instalment of Principal and/or interest on the next Interest Payment Date. 12.2 11.1 All payments to be made by the Borrower hereunder Borrowers to the Lender under this Agreement and any of the Security. Documents to which either of the Borrowers is a party shall be made to such accounts of the Agent or the Banks with such banks as the Agent shall notify the Borrower from time to time, by not later than 11. 11.00 a.m. (London time time) on the due date in USD in freely transferable funds which are for same day settlement Dollar funds settled through the New York Interbank Payments System (or in such other USD Dollar funds and/or settled in such other manner as the Lender shall for specify as being customary at the time being be customary for the settlement of international transactions of the type contemplated by this natureAgreement) to the account of the Lender at the Receiving Bank (Account No 000261123), or to such other account with such other bank as the Lender shall from time to time notify to the Borrowers. 12.3 All payments 11.2 If any sum payable by the Borrower shall be made without set-off Borrowers under this Agreement or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature, unless the Borrower is compelled by law to make payment subject to any such Taxes. In the event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent and the Banks receive a net amount equal to that which they would have received had such deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable after any request by it an official receipt of the payment Security Documents to which either of any Taxes so deducted. 12.4 If the date Borrowers is a party shall become due on a day which a payment is due to be made hereunder is not a Banking Business Day, such the due date of payment therefor shall be extended to the first following Banking next succeeding Business Day, unless such Business Day unless payment would thereby be made falls in a new the next calendar month, in which case the payment event such due date shall be made the immediately preceding Business Day, and interest shall be payable on such sum during any such extension at the rate payable on the preceding Banking Dayoriginal due date. 12.5 Interest 11.3 The Lender shall maintain accounts showing the amounts from time to time lent by it under this Agreement and all other sums owing by the Borrowers under this Agreement and the Security Documents and all payments in respect thereof made by the Borrowers from time to time. Such accounts, in the absence of manifest error, shall be conclusive evidence as to any amounts from time to time owing by the Borrowers under this Agreement and the Security Documents. 11.4 All payments of interest and commitment fee and any other payments hereunder of an annual or periodic nature shall accrue from day to day-to-day and shall be calculated on the basis of the actual number of days elapsed on the basis of in a 360 days three hundred and sixty (360) day year. 12.6 If any amount of Principal is for any reason repaid on a day other than a Repayment Date, the Borrower shall pay to the Agent on demand such amount as may be necessary to compensate the Agent and the Banks for any loss, premium or penalty incurred by them in respect of the liquidation or reemployment of funds borrowed for the purpose of maintaining the amount repaid. 12.7 The Borrower shall promptly, on demand by a Bank, pay to that Bank the amount of any increased cost relating to this Loan Agreement incurred by it as a result of: (a) any change in, or any change in the interpretation or application by any competent authority of, any relevant law or regulation after the date of this Loan Agreement; or (b) compliance with any regulation made by a competent authority of the jurisdiction in which it is incorporated and/or in which its principal office is located after the date of this Loan Agreement, including any law or regulation relating to taxation (save for tax on overall net income and to the extent such increased cost is attributable to a Tax deduction or withholding required by law to be made by the Borrower or compensated for by Clause 12.3), or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control. 12.8 In this Loan Agreement, "increased cost" means: (a) an additional cost incurred by a Bank as a result of the Bank having entered into, or performing, maintaining or funding its obligations under this Loan Agreement save for an increase in general administration cost of such Bank; (b) a reduction in any amount payable to a Bank or the effective return to a Bank on its capital which would not have occurred had that Bank not entered into this Loan Agreement; or (c) the amount of any payment made by a Bank, or the amount of any interest or other return foregone by a Bank, calculated by reference to any amounts received or receivable by that Bank from the Agent or the Borrower under this Loan Agreement, all as certified by the relevant Bank, such certificate to set out in reasonable detail the circumstances giving rise to the claim for payment of increased costs and the calculations of the amount claimed and shall be conclusive evidence, save for manifest error, of the amount due from the Borrower.

Payments and Calculations. 12.1 The Agent shall notify the Borrower shall at all times ensure that there are sufficient funds in its bank accounts on any Repayment Date to cover the payment of the next instalment account of Principal and/or interest on the next Interest Payment Date. 12.2 All Agent to which all payments to be made by the Borrower hereunder shall be made to such accounts paid. The Agent shall act as agent of the Agent Borrower under the Credit Facilities and pay, or cause to be paid, on behalf of the Borrower, the amounts to be paid when they are due in accordance with the terms of this Agreement. 12.2 All payments under this Agreement to the Banks with such banks as or the Agent shall notify be made for value in Dollars on the date such payment is due and at such times as the Banks or the Agent may specify to the Borrower from time to time, by not later than 11. a.m. London time in USD in freely transferable funds which are for same day settlement or in such other USD funds as shall for being customary at the time being be customary for the settlement of transactions of this naturetransactions. 12.3 All payments made by the Borrower under this Agreement shall be made without set-off off, counterclaim or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature, unless the Borrower is compelled by law to make payment subject to any such Taxes. In the event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent and the Banks receive a net amount equal to that which they would have received had such deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable after any request by it an official receipt of the payment of any Taxes so deductedcondition. 12.4 If the date an amount payable under this Agreement becomes due on a day which a payment is due to be made hereunder is not a Banking Business Day, such the payment date of payment therefor shall be extended to the first following Banking next succeeding Business Day, unless such Business Day unless payment would thereby be made falls in a new the next calendar month, in which case the event such payment date shall be made the immediately preceding Business Day, and interest shall be payable on each day during any such extension at the rate payable on the preceding Banking Dayoriginal payment date. 12.5 Interest and If any amount owing by the Borrower under this Agreement to a Bank (the ’Recovering Bank’) is discharged by payment, set-off or any other payments hereunder manner other than through the Agent in accordance with Clause 12.1, then: 12.5.1 the Recovering Bank shall within three (3) Business Days, notify the Agent of details of the recovery; 12.5.2 the Agent shall determine whether the recovery is in excess of the amount which the Recovering Bank would have received had the recovery been received by the Agent and distributed in accordance with this Agreement; 12.5.3 the Recovering Bank shall within three (3) Business Days of demand by the Agent pay to the Agent an annual nature amount (the ‘Redistribution’) equal to the excess of the amount recovered by the Recovering Bank; and 12.5.4 the Agent shall accrue from day treat the Redistribution as if it were a payment by the Borrower under this Agreement and shall pay the Redistribution to day and be calculated on the actual number of days elapsed on Banks (other than the basis of a 360 days yearRecovering Bank) in accordance with Clause 12.1. 12.6 If any a Recovering Bank must subsequently return a recovery, or an amount of Principal is for any reason repaid on measured by reference to a day other than a Repayment Daterecovery, the Borrower shall pay to the Agent on demand such amount as may be necessary to compensate the Agent and the Banks for any loss, premium or penalty incurred by them Recovering Bank has paid a Redistribution in respect of the liquidation or reemployment of funds borrowed for the purpose of maintaining the amount repaid. 12.7 The Borrower shall promptly, on demand by a Bank, pay relation to that Bank recovery, then the amount of any increased cost relating to this Loan Agreement incurred by it as a result of: (a) any change inother Banks shall, or any change in the interpretation or application by any competent authority of, any relevant law or regulation after the date of this Loan Agreement; or (b) compliance with any regulation made by a competent authority of the jurisdiction in which it is incorporated and/or in which its principal office is located after the date of this Loan Agreement, including any law or regulation relating to taxation (save for tax on overall net income and to the extent such increased cost is attributable to a Tax deduction or withholding required by law to be made by the Borrower or compensated for by Clause 12.3), or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control. 12.8 In this Loan Agreement, "increased cost" means: (a) an additional cost incurred by a Bank as a result of the Bank having entered into, or performing, maintaining or funding its obligations under this Loan Agreement save for an increase in general administration cost of such Bank; (b) a reduction in any amount payable to a Bank or the effective return to a Bank on its capital which would not have occurred had that Bank not entered into this Loan Agreement; or (c) the amount of any payment made by a Bank, or the amount of any interest or other return foregone by a Bank, calculated by reference to any amounts received or receivable by that Bank from the Agent or the Borrower under this Loan Agreement, all as certified by the relevant Bank, such certificate to set out in reasonable detail the circumstances giving rise to the claim for payment of increased costs and the calculations of the amount claimed and shall be conclusive evidence, save for manifest error, of the amount due from the Borrower.within three

Payments and Calculations. 12.1 The Borrower shall at all times ensure that there are sufficient funds in its bank accounts on any Repayment Date to cover the payment of the next instalment of Principal and/or interest on the next Interest Payment Date. 12.2 13.1 All payments to be made by the Borrower hereunder to the Lender or the Security Trustee under a Finance Document shall be made to such accounts the Lender (or to the Security Trustee, in the case of the Agent or the Banks with such banks as the Agent shall notify the Borrower from time an amount payable to time, it): (i) by not later than 11. 11.00 a.m. (London time time) on the due date; (ii) in USD in freely transferable funds which are for same day settlement or Sterling funds settled in such other USD funds manner as the Lender shall for specify as being customary at the time being be customary for the settlement of international transactions of the type contemplated by this natureAgreement); (iii) in the case of an amount payable to the Lender, to such account of the Lender with such bank as the Lender may from time to time notify to the Borrower; and (iv) in the case of an amount payable to the Security Trustee, to such account of the Security Trustee with such bank as the Security Trustee may from time to time notify to the Borrower. 12.3 All payments 13.2 If any payment by the Borrower shall be made without set-off or counterclaim and free and clear of and without deduction for or under a Finance Document would otherwise fall due on account of any present or future Taxes of any nature, unless the Borrower is compelled by law to make payment subject to any such Taxes. In the event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent and the Banks receive a net amount equal to that day which they would have received had such deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable after any request by it an official receipt of the payment of any Taxes so deducted. 12.4 If the date on which a payment is due to be made hereunder is not a Banking Business Day, such : 31 (a) the due date of payment shall be extended to the first following Banking next succeeding Business Day; or (b) if the next succeeding Business Day unless payment would thereby be made falls in a new the next calendar month, in which case the payment due date shall be made brought forward to the immediately preceding Business Day; and interest shall be payable during any extension under paragraph (a) at the rate payable on the preceding Banking Dayoriginal due date. 12.5 Interest 13.3 All interest and commitment fee and any other payments hereunder under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed on the basis of and a 360 days 365 day year. 12.6 If any amount of Principal is for any reason repaid on a day 13.4 The Lender shall maintain an account showing the amounts advanced by the Lender and all other than a Repayment Date, sums owing to the Lender from the Borrower shall pay to and each Security Party under the Agent on demand such amount as may be necessary to compensate the Agent Finance Documents and the Banks for any loss, premium or penalty incurred by them all payments in respect of the liquidation or reemployment of funds borrowed for the purpose of maintaining the amount repaid. 12.7 The Borrower shall promptly, on demand by a Bank, pay to that Bank the amount of any increased cost relating to this Loan Agreement incurred by it as a result of: (a) any change in, or any change in the interpretation or application by any competent authority of, any relevant law or regulation after the date of this Loan Agreement; or (b) compliance with any regulation made by a competent authority of the jurisdiction in which it is incorporated and/or in which its principal office is located after the date of this Loan Agreement, including any law or regulation relating to taxation (save for tax on overall net income and to the extent such increased cost is attributable to a Tax deduction or withholding required by law to be those amounts made by the Borrower or compensated for by Clause 12.3), or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or and any other form of banking or monetary controlSecurity Party. 12.8 In this Loan Agreement, "increased cost" means: (a) 13.5 If the account maintained under Clauses 13.4 shows an additional cost incurred amount to be owing by a Bank as a result of the Bank having entered into, or performing, maintaining or funding its obligations under this Loan Agreement save for an increase in general administration cost of such Bank; (b) a reduction in any amount payable to a Bank or the effective return to a Bank on its capital which would not have occurred had that Bank not entered into this Loan Agreement; or (c) the amount of any payment made by a Bank, or the amount of any interest or other return foregone by a Bank, calculated by reference to any amounts received or receivable by that Bank from the Agent or the Borrower under this Loan Agreement, all as certified by the relevant Bank, such certificate to set out in reasonable detail the circumstances giving rise or a Security Party to the claim for payment of increased costs and the calculations of the amount claimed and Lender, that account shall be conclusive evidence, save for manifest error, of prima facie evidence that amount is owing to the amount due from the BorrowerLender.

Payments and Calculations. 12.1 The Borrower shall at all times ensure that there are sufficient funds in its bank accounts on any Repayment Date to cover the payment of the next instalment of Principal and/or interest on the next Interest Payment Date. 12.2 All payments to be made by the Borrower hereunder shall be made to such accounts of the Agent or the Banks with such banks as the Agent shall notify the Borrower from time to time, by not later than 11. a.m. London time in USD in freely transferable funds which are for same day settlement or in such other USD funds as shall for the time being be customary for the settlement of transactions of this nature. 12.3 All payments by the Borrower shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature, unless the Borrower is compelled by law to make payment subject to any such Taxes. In the event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent and the Banks receive a net amount equal to that which they would have received had such deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable after any request by it an official receipt of the payment of any Taxes so deducted. 12.4 If the date on which a payment is due to be made hereunder is not a Banking Day, such date of payment shall be the first following Banking Day unless payment would thereby be made in a new calendar month, in which case the payment shall be made on the preceding Banking Day. 12.5 Interest and any other payments hereunder of an annual nature shall accrue from day to day and be calculated on the actual number of days elapsed on the basis of a 360 days year. 12.6 If any amount of Principal is for any reason repaid on a day other than a Repayment Date, the Borrower shall pay to the Agent on demand such amount as may be necessary to compensate the Agent and the Banks for any loss, premium or penalty incurred by them in respect of the liquidation or reemployment of funds borrowed for the purpose of maintaining the amount repaid. 12.7 The Borrower shall promptly, on demand by a Bank, pay to that Bank the amount of any increased cost relating to this Loan Agreement incurred by it as a result of: (a) any change in, or any change in the interpretation or application by any competent authority of, any relevant law or regulation after the date of this Loan Agreement; or (b) compliance with any regulation made by a competent authority of the jurisdiction in which it is incorporated and/or in which its principal office is located after the date of this Loan Agreement, including any law or regulation relating to taxation (save for tax on overall net income and to the extent such increased cost is attributable to a Tax deduction or withholding required by law to be made by the Borrower or compensated for by Clause 12.3), or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control. 12.8 In this Loan Agreement, "increased cost" means: (a) an additional cost incurred by a Bank as a result of the Bank having entered into, or performing, maintaining or funding its obligations under this Loan Agreement save for an increase in general administration cost of such Bank; (b) a reduction in any amount payable to a Bank or the effective return to a Bank on its capital which would not have occurred had that Bank not entered into this Loan Agreement; or (c) the amount of any payment made by a Bank, or the amount of any interest or other return foregone by a Bank, calculated by reference to any amounts received or receivable by that Bank from the Agent or the Borrower under this Loan Agreement, all as certified by the relevant Bank, such certificate to set out in reasonable detail the circumstances giving rise to the claim for payment of increased costs and the calculations of the amount claimed and shall be conclusive evidence, save for manifest error, of the amount due from the Borrower.

Payments and Calculations. 12.1 The Borrower shall at all times ensure that there are sufficient funds in its bank accounts on any Repayment Date to cover the payment of the next instalment of Principal and/or interest on the next Interest Payment Date. 12.2 11.1 All payments to be made by the Borrower hereunder to the Lender under this Agreement and any of the Security Documents to which the Borrower is a party shall be made by not later than 11.00 a.m. (New York City time) on the due date in same day Dollar funds settled through the New York Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Lender shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement) to the account of the Lender at the Receiving Bank (Account No. 000261123), or to such accounts other account with such other bank as the Lender shall from time to time notify to the Borrower. 11.2 If any sum payable by the Borrower under this Agreement or any of the Agent or Security Documents to which the Banks with Borrower is a party shall become due on a day which is not a Business Day, the due date therefor shall be extended to the next succeeding Business Day, unless such banks as Business Day falls in the Agent next calendar month, in which event such due date shall notify be the immediately preceding Business Day, and interest shall be payable on such sum during any such extension at the rate payable on the original due date. 11.3 The Lender shall maintain accounts showing the amounts from time to time lent by it under this Agreement and all other sums owing by the Borrower under this Agreement and the Security Documents and all payments in respect thereof made by the Borrower from time to time. Such accounts, by not later than 11. a.m. London in the absence of manifest error, shall be conclusive evidence as to any amounts from time in USD in freely transferable funds which are for same day settlement or in such other USD funds as shall for the to time being be customary for the settlement of transactions of this nature. 12.3 All payments owing by the Borrower shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature, unless the Borrower is compelled by law to make payment subject to any such Taxes. In the event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent under this Agreement and the Banks receive a net amount equal to that which they would have received had such deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable after any request by it an official receipt of the payment of any Taxes so deductedSecurity Documents. 12.4 If the date on which a payment is due to be made hereunder is not a Banking Day, such date 11.4 All payments of payment shall be the first following Banking Day unless payment would thereby be made in a new calendar month, in which case the payment shall be made on the preceding Banking Day. 12.5 Interest interest and any other payments hereunder of an annual or periodic nature shall accrue from day to day-to-day and shall be calculated on the basis of the actual number of days elapsed on the basis of in a 360 days three hundred and sixty (360) day year. 12.6 If any amount of Principal is for any reason repaid on a day other than a Repayment Date, the Borrower shall pay to the Agent on demand such amount as may be necessary to compensate the Agent and the Banks for any loss, premium or penalty incurred by them in respect of the liquidation or reemployment of funds borrowed for the purpose of maintaining the amount repaid. 12.7 The Borrower shall promptly, on demand by a Bank, pay to that Bank the amount of any increased cost relating to this Loan Agreement incurred by it as a result of: (a) any change in, or any change in the interpretation or application by any competent authority of, any relevant law or regulation after the date of this Loan Agreement; or (b) compliance with any regulation made by a competent authority of the jurisdiction in which it is incorporated and/or in which its principal office is located after the date of this Loan Agreement, including any law or regulation relating to taxation (save for tax on overall net income and to the extent such increased cost is attributable to a Tax deduction or withholding required by law to be made by the Borrower or compensated for by Clause 12.3), or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control. 12.8 In this Loan Agreement, "increased cost" means: (a) an additional cost incurred by a Bank as a result of the Bank having entered into, or performing, maintaining or funding its obligations under this Loan Agreement save for an increase in general administration cost of such Bank; (b) a reduction in any amount payable to a Bank or the effective return to a Bank on its capital which would not have occurred had that Bank not entered into this Loan Agreement; or (c) the amount of any payment made by a Bank, or the amount of any interest or other return foregone by a Bank, calculated by reference to any amounts received or receivable by that Bank from the Agent or the Borrower under this Loan Agreement, all as certified by the relevant Bank, such certificate to set out in reasonable detail the circumstances giving rise to the claim for payment of increased costs and the calculations of the amount claimed and shall be conclusive evidence, save for manifest error, of the amount due from the Borrower.