Common use of Payments to Finance Parties Clause in Contracts

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 32 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 32 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 32.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. Unless otherwise provided for in Clause 27.6 (aLoss Sharing in respect of L/Gs) Subject to paragraph or Clause 27.7 (b) belowSharing of Recoveries / Adjustment of Loss Sharing), if a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 28 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 28.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 33.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 30 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 35 (Payment mechanics) (a “Recovered Amount”Mechanics) and applies that amount to a payment due under the Finance Documents Documents, then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 35 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 35.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender the Issuing Agent in respect of any cash cover provided for placed in an account with the benefit of that Ancillary LenderIssuing Agent.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 32 (Payment mechanics) or otherwise receives or recovers more than the amount to which it is entitled under the Finance Documents (a “Recovered Amount”whether by way of set-off or otherwise) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Administrative Agent; (iib) the Administrative Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Administrative Agent and distributed in accordance with Clause 33 32 (Payment mechanics), without taking account of any Tax which would be imposed on the Administrative Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Administrative Agent, pay to the Administrative Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Administrative Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 32.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 29 (Payment mechanics) or Clause 31 (Application of Proceeds) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 29 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 29.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 36 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 36 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 36.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers (whether by set off or otherwise) any amount from an Obligor Party other than in accordance with Clause 33 32 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 32 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 32.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 35 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 35 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 35.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (other than the Security Trustee) (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 30 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (iA) the Recovering Finance Party shall, within three (3) five Business Days, notify details of the receipt or recovery to the Senior Agent; (iiB) the Senior Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Senior Agent and distributed in accordance with Clause 33 30 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Senior Agent in relation to the receipt, recovery or distribution; and (iiiC) the Recovering Finance Party shall, within three (3) five Business Days of demand by the Senior Agent, pay to the Senior Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Senior Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 33.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor or if a Recovering Finance Party can set-off any amount from an Obligor other than in accordance with Clause 33 29 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) 3 Business Days, notify details of the receipt or recovery to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 29 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) 3 Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 29.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 28 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 28.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.,

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 37 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 37 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 37.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers (whether by set-off or otherwise) any amount from an Obligor other than in accordance with Clause 33 26 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 26 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 26.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 31 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 31 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 31.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 30 (Payment mechanicsMechanics) (a “Recovered Amount”) or Clause 32 (Application of Proceeds) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 30 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 35 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 35 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 35.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (other than the Agent or the Security Trustee) (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 25 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Transaction Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 25 (Payment mechanics), Mechanics) without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 clause 8.12 (Partial payments)Payments) of the Proceeds Deed. (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with the terms of the Intercreditor Agreement and Clause 33 32 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with the terms of the Intercreditor Agreement and Clause 33 32 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 32.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers (whether by set off or otherwise) any amount from an Obligor other than in accordance with Clause 33 32 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 32 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 32.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 ‎33 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 ‎33 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 ‎33.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 clauses 16.2 (participation fee), 16.3 (Agency fee) and 34 (Payment mechanics) (a “Recovered Amount”) and applies that amount (or exercises any other right (including any right of set-off or combination) which it may have, in each case) to or towards the discharge of a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) 3 Business Days, notify details of the receipt recovery, or recovery discharge, to the Agent; (iib) the Agent shall determine whether the receipt recovery or recovery discharge is in excess of the amount the Recovering Finance Party would have been paid had the receipt recovery or recovery discharge been received or made by the Agent and distributed in accordance with Clause 33 clause 34 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) 3 Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 clause 34.6 (Partial partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 34 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 34 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 34.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 this Section 7 (Payment mechanicsPayments) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents Loan Documents, then: (ia) the Recovering Finance Party shall, within three (3) Business Banking Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine determine, based solely on the entries in the Register, whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed otherwise in accordance with Clause 33 this Section 7 (Payment mechanicsPayments), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Banking Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 Section 7.5 (Application of Receipts; Partial paymentsPayments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor a Loan Party other than in accordance with Clause 33 31 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 31 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 31.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary a Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 28 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) 27.1.1. the Recovering Finance Party shall, within three 3 (3three) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (ii) 27.1.2. the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iii) 27.1.3. the Recovering Finance Party shall, within three 3 (3three) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 28.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 32 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 32 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 32.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party Lender (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 33 24 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Recovering Finance Party shall instruct the Facility Agent shall to determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 24 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 24.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender Issuing Bank in respect of any cash cover provided for the benefit of that Ancillary LenderIssuing Bank.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 38 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 38 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 38.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”"RECOVERING FINANCE PARTY") receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 33 12.1 (Payment mechanics) (a “Recovered Amount”Mechanics) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the AgentAgent and Security Trustee; (iib) the Agent and Security Trustee shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and Security Trustee and distributed in accordance with Clause 33 12.1 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent and Security Trustee in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the AgentAgent and Security Trustee, pay to the Agent and Security Trustee an amount (the “Sharing Payment”"SHARING PAYMENT") equal to such receipt or recovery less any amount which the Agent and Security Trustee determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 12.1.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers (including by way of set-off) any amount from an Obligor the Borrower other than in accordance with Clause 33 30 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 30 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.. 141 Project Meria: Senior Facilties Agreement

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 34 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facilities Agent; (ii) the Facilities Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facilities Agent and distributed in accordance with Clause 33 34 (Payment mechanics), without taking account of any Tax which would be imposed on the Facilities Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facilities Agent, pay to the Facilities Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facilities Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 34.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary a Tranche D Lender in respect of any cash cover provided for the benefit of placed in an account with that Ancillary Tranche D Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 34 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 34 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 34.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 34 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 34 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 34.7 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 35 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 35 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 35.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 34 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 34 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 34.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 37 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 37 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 37.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank, Alternative L/C Fronting Bank or an Ancillary Lender in respect of any cash cover provided for the benefit of that Issuing Bank, that Alternative L/C Fronting Bank or that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”"RECOVERING FINANCE PARTY") receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 33 12.1 (Payment mechanics) (a “Recovered Amount”Mechanics) and applies that amount to a payment due under the Finance Documents then: : (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; Agent and Security Trustee; (iib) the Agent and Security Trustee shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and Security Trustee and distributed in accordance with Clause 33 12.1 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent and Security Trustee in relation to the receipt, recovery or distribution; and and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the AgentAgent and Security Trustee, pay to the Agent and Security Trustee an amount (the “Sharing Payment”"SHARING PAYMENT") equal to such receipt or recovery less any amount which the Agent and Security Trustee determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 12.1.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 33.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary Lender in respect of any cash cover provided for the benefit of that Issuing Bank or that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 |EU-DOCS\34803319.2|| (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 (Partial payments). (b) Paragraph Notwithstanding anything to the contrary in any Finance Document, paragraph (a) above shall not apply to require any amount received or recovered by an Ancillary Lender in any Noteholder from or with respect of to any cash cover provided for the benefit of that Ancillary LenderCFC to be used to satisfy any U.S. Obligation.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 clause 32 (Payment mechanicsMechanisms) or clause 34 (Application of Proceeds) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 clause 32 (Payment mechanicsMechanisms), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 clause 32.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 31 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 31 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 31.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 33 27 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 27 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 27.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers (whether by set-off or otherwise) any amount from an Obligor other than in accordance with Clause 33 25 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Intercreditor Agent; (iib) the Intercreditor Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Intercreditor Agent and distributed in accordance with Clause 33 25 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Intercreditor Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Intercreditor Agent, pay to the Intercreditor Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Intercreditor Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 25.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 35 (Payment mechanics) (a “Recovered Amount”Mechanics) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 35 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 35.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender Issuing Bank in respect of any cash cover provided for the benefit of that Ancillary LenderIssuing Bank.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor or any other person other than in accordance with Clause 33 4 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents (a Recovered Amount) then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Investment Agent;: (iib) the Investment Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Investment Agent and distributed in accordance with Clause 33 4 (Payment mechanics), without taking account of any Tax which would be imposed on the Investment Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Investment Agent, pay to the Investment Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Investment Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 5.11 (Partial paymentsRemittances), unless the Investment Agent determines that the Recovered Amount would have constituted Insurance and Compensation Proceeds or Terminal Earnings if recovered in accordance with Clause 4 (Payment mechanics), in which case the Investment Agent shall make such determination by reference to Clause 5.12 (Insurance and Compensation Proceeds and Terminal Earnings). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 29 (Payment mechanicsMechanics) (a “Recovered Amount”whether by way of set-off or otherwise) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 29 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 29.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers (whether by set-off or otherwise) any amount from an Obligor the Borrower other than in accordance with Clause 33 24 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Daysbusiness days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 24 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days business days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 24.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers (whether by payment, the exercise of a right of set-off or contribution of accounts or otherwise) any amount from an any Obligor other than in accordance with Clause 33 15.1 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i1) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (ii2) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 15.1 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iii3) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 15.1.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 32 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 32 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 32.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 33.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 34 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 34 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 (Partial 34.5(Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 34 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 34 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 34.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (other than the Security Trustee) (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 ‎30 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (iA) the Recovering Finance Party shall, within three (3) five Business Days, notify details of the receipt or recovery to the Senior Agent; (iiB) the Senior Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Senior Agent and distributed in accordance with Clause 33 ‎30 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Senior Agent in relation to the receipt, recovery or distribution; and (iiiC) the Recovering Finance Party shall, within three (3) five Business Days of demand by the Senior Agent, pay to the Senior Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Senior Agent determines may be retained by the EUI-1201462749v32 65 Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 ‎30.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 38 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 38 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 38.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 (Partial payments). (b) Paragraph Notwithstanding anything to the contrary in any Finance Document, paragraph (a) above shall not apply to require any amount received or recovered by an Ancillary Lender in any Noteholder from or with respect of to any cash cover provided for the benefit of that Ancillary LenderCFC to be used to satisfy any U.S. Obligation.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 30 (Payment mechanics) or Clause 32 (a “Recovered Amount”Application of Proceeds) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”"RECOVERING FINANCE PARTY") receives or recovers any amount from an Obligor other than in accordance with Clause 33 32 (Payment mechanics) or Clause 34 (a “Recovered Amount”Application of Proceeds) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 32 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”"SHARING PAYMENT") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 32.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. Unless otherwise provided for in Clause 27.6 (aLoss Sharing in respect of L/Gs) Subject to paragraph or Clause 27.7 (b) belowSharing of Recoveries / Adjustment of Loss Sharing), if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 28 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 28.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers (whether by set-off or otherwise) any amount from an a Transaction Obligor other than in accordance with Clause 33 28 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 28 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 28.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 33.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender the Issuing Bank in respect of any cash cover provided for placed in an account with the benefit of that Ancillary LenderIssuing Bank.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 30 (Payment mechanicsMechanics) (a “Recovered Amount”) or Clause 32 (Application of Proceeds) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 30 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 30 (Payment mechanics) (a “Recovered Amount”) or Clause 32 (Application of Proceeds) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 31 (Payment mechanics) or Clause 33 (Application of Proceeds) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 31 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 31.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor the Company other than in accordance with Clause 33 9.2 (Payment mechanicsBy the Company) or Clause 9.5 (a “Recovered Amount”Partial payments) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 9.5 (Payment mechanicsPartial payments), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; andand 106 LEGAL_EU # 10964296.8 (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 9.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 36 (Payment mechanics) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 36 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 36.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 33 27 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 27 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three 3 (3three) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 27.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) other than the Security Agent or the Joint & Several Creditor receives or recovers any amount from an Obligor other than in accordance with Clause 33 27 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 27 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 27.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”"RECOVERING FINANCE PARTY") receives or recovers any amount from an Obligor other than in accordance with Clause 33 30 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents (including by way of set-off) then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”"SHARING PAYMENT") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary Lender in respect of any cash cover provided for the benefit of that Issuing Bank or that Ancillary Lender.

Payments to Finance Parties. Unless otherwise provided for in Clause 27.6 (aLoss Sharing in respect of L/Gs) Subject to paragraph or Clause 27.7 (b) belowSharing of Recoveries / Adjustment of Loss Sharing), if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 28 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 28.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor (except pursuant to Clause 2.2 (Redenomination of Facility B3) or, in relation to any payments made to a Reallocating Lender on the Reallocation Date only, to Clause 36.3 (Reallocation of Facility B Commitments)) other than in accordance with Clause 33 30 (Payment mechanics) (a “Recovered Amount”whether by way of set-off or otherwise) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 35 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 35 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 35.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary Lender in respect of any cash cover provided for the benefit of that Issuing Bank or that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 36 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 36 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 36.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 35 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 35 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 35.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary Lender in respect of any cash cover provided for the benefit of that Issuing Bank or that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 29 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents (including by way of set-off) then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 29 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 29.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 33 27 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 27 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 27.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 ‎34 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent or Relevant Swingline Agent (as applicable) and distributed in accordance with Clause 33 ‎34 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent or Relevant Swingline Agent (as applicable) in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the AgentAgent or Relevant Swingline Agent (as applicable), pay to the Agent or Relevant Swingline Agent (as applicable) an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent or Relevant Swingline Agent (as applicable) determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 ‎34.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 33.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary a Lender in respect of any cash cover Individual Cash Cover which has been provided for the benefit pursuant to Clause 8.1 (Illegality in relation to Lender), Clause 8.4 (Right of that Ancillary Lendercancellation and repayment in relation to a single Lender or Issuing Bank) or Clause 8.5 (Mandatory repayment and cancellation of FATCA Protected Lenders).

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an a Transaction Obligor other than in accordance with Clause 33 28 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 28 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 28.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 30 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents (including by way of set-off) then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 30.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.. LD885224/33

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 31 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 31 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 31.5 (Partial payments).. PRAGUE 2451640 82 (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 33 26 (Payment mechanicsMechanics) (a “Recovered Amount”whether by way of set-off or otherwise) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 26 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 26.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 34 (Payment mechanicsMechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (ii) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 34 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 34.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender Issuing Bank in respect of any cash cover provided for the benefit of that Ancillary LenderIssuing Bank.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 31 (Payment mechanics) or Clause 33 (Application of Proceeds) (a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; (iib) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 31 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 31.6 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers (whether by set-off or otherwise) any amount from an Obligor the Borrower other than in accordance with Clause 33 24 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Daysbusiness days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 24 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days business days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 24.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers any amount from an Obligor other than in accordance with Clause 33 36 (Payment mechanicsMechanics) (a “"Recovered Amount”") and applies that amount to a payment due to it under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 36 (Payment mechanicsMechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 36.5 (Partial Application of receipts; partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facilities Agent; (ii) the Facilities Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facilities Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Facilities Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facilities Agent, pay to the Facilities Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facilities Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 33.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender a Fronting Bank in respect of any cash cover provided for the benefit of placed in an account with that Ancillary LenderFronting Bank.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “"Recovering Finance Party”") receives or recovers (whether by set-off or otherwise) any amount from an Obligor the Borrower, other than in accordance with Clause 33 26 (Payment mechanics) (such amount being a “"Recovered Amount”") and applies that amount to a payment due under the Finance Documents then:: *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 87 (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 26 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “"Sharing Payment”") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 26.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (aA) Subject to paragraph (bB) below, if a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 34 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i1) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery recovery, to the Agent; (ii2) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 34 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (iii3) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 34.6 (Partial payments). (bB) Paragraph (aA) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

Payments to Finance Parties. (a) Subject to paragraph (b) below, if If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 12.2 (Payment mechanicsPayments by Obligors) or Clause 12.5 (a “Recovered Amount”Partial payments) and applies that amount to a payment due under the Finance Documents then: (ia) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent; (iib) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 12.5 (Payment mechanicsPartial payments), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iiic) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 12.5 (Partial payments). (b) Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.