Common use of Payments to Finance Parties Clause in Contracts

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with Clause 31 (Payment Mechanics) and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 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 (c) the Recovering Finance Party shall, within three 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 31.6 (Partial payments).

Payments to Finance Parties. If a Finance Party (Party, other than in for these purposes (subject to Clause 29.5 (Exceptions) below) the case of the Security Trustee for its own account as Security Trustee) Hedging Counterparty (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 31 30 (Payment Mechanicsmechanics) (a "Recovered Amount") and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, recovery to the Facility Agent; (b) 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 31 30 (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 (c) the Recovering Finance Party shall, within three 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 31.6 30.5(a) (Partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a "Recovering Finance Party") receives or recovers any amount from an a Transaction Obligor (including, but without limitation, by way of a set-off or otherwise from any Transaction Obligor) other than in accordance with Clause 31 35 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor to it under the Finance Documents then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 31 35 (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 (c) the Recovering Finance Party shall, within three 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 31.6 35.5 (Partial Application of receipts; partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a “Recovering Finance Party”) receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 31 28 (Payment Mechanics) and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 31 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 (c) 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 31.6 28.5 (Partial payments).

Payments to Finance Parties. (a) If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a “Recovering Finance Party”) receives or recovers any amount from an or in respect of a Transaction Obligor (a “Relevant Obligor”) other than in accordance with Clause 31 (Payment Mechanicsmechanics) (a “Recovered Amount”) and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (ai) the that Recovering Finance Party shall, within three Business Days, notify details of the that receipt or recovery, to the Facility Agent; (bii) the Facility Agent shall determine whether the that receipt or recovery is in excess of the amount the which that Recovering Finance Party would have been paid had the receipt or recovery that Recovered Amount been received or made recovered by the Facility Agent and distributed in accordance with Clause 31 (Payment Mechanicsmechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the such receipt, recovery or distribution; and (ciii) the that Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to the amount of such receipt or recovery Recovered Amount less any amount which the Facility Agent determines may be retained by the that Recovering Finance Party as its share of any payment to be made, made (by reference to such Recovered Amount had it been received or recovered and distributed by the Facility Agent) in accordance with Clause 31.6 (Partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a “Recovering Finance Party”) receives or recovers (whether by set-off or otherwise) any amount from an or in respect of any Obligor (the “Relevant Obligor”), other than through the Agent and in accordance with Clause 31 28 (Payment Mechanicsmechanics), (such amount being a “Recovered Amount”) and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under any of the Finance Documents then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the such receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the such receipt or recovery is in excess of the amount that the Recovering Finance Party would have been paid had the such receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 31 28 (Payment Mechanicsmechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the such receipt, recovery or distribution; and (c) the Recovering Finance Party shall, within three 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, made (by reference to such receipt or recovery) in accordance with Clause 31.6 28.5 (Partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with Clause 31 clauses 16.2 (participation fee), 16.3 (Agency fee) and 34 (Payment Mechanicsmechanics) (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 by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (a) the Recovering Finance Party shall, within three 3 Business Days, notify details of the receipt recovery, or recoverydischarge, to the Facility Agent; (b) the Facility 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 Facility Agent and distributed in accordance with Clause 31 clause 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 (c) 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 31.6 clause 34.6 (Partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with Clause 31 (Payment Mechanics) and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then:: 149 63529049_1 (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 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 (c) the Recovering Finance Party shall, within three 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 31.6 (Partial payments).

Payments to Finance Parties. (a) If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a “Recovering Finance Party”) receives or recovers any amount from an or in respect of a Transaction Obligor (a “Relevant Transaction Obligor”) other than in accordance with Clause 31 (Payment Mechanicsmechanics) (a “Recovered Amount”) and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (ai) the that Recovering Finance Party shall, within three Business Days, notify details of the that receipt or recovery, to the Facility Agent; (bii) the Facility Agent shall determine whether the that receipt or recovery is in excess of the amount the which that Recovering Finance Party would have been paid had the receipt or recovery that Recovered Amount been received or made recovered by the Facility Agent and distributed in accordance with Clause 31 (Payment Mechanicsmechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the such receipt, recovery or distribution; and (ciii) the that Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to the amount of such receipt or recovery Recovered Amount less any amount which the Facility Agent determines may be retained by the that Recovering Finance Party as its share of any payment to be made, made (by reference to such Recovered Amount had it been received or recovered and distributed by the Facility Agent) in accordance with Clause 31.6 (Partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee Agent for its own account as Security TrusteeAgent) (a “Recovering Finance Party”) receives or recovers any amount from an Obligor the Borrower other than in accordance with Clause 31 28 (Payment Mechanics) and applies that amount to a payment due by an Obligor the Borrower only in its capacity as either a the Borrower or a Guarantor under the Finance Documents then: (a) the Recovering Finance Party shall, within three (3) Agent Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 31 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 (c) the Recovering Finance Party shall, within three (3) Payment 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 31.6 28.5 (Partial paymentsPayments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 31 Section 24 (Payment Mechanics) or otherwise receives or recovers more than the amount to which it is entitled under the Finance Documents relating to a Facility (whether by way of set-off or otherwise) (a "Recovered Amount") and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents relating to a Facility then: (a) the Recovering Finance Party shall, shall within three 3 Business Days, notify details of the receipt or recovery, to the Facility Administrative Agent; (b) the Facility Administrative Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had is entitled to receive under the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 31 (Payment Mechanics)Finance Documents relating to a Facility, without taking account of any Tax which would be imposed on the Facility Administrative Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shallshall within 3 Business Days, within three Business Days in each case of demand by the Facility Administrative Agent, pay to the Facility Administrative Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Facility Administrative Agent determines may be retained by the Recovering Finance Party as its share the amount to which it is entitled to receive under Section 10.3 (Application of any payment Proceeds), Section13.3 (Application of Free Cash Flow of Ships), Section 13.5 (Application of Mandatory Prepayments) or otherwise the Finance Documents relating to be made, in accordance with Clause 31.6 (Partial payments)a Facility.

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 31 (Payment Mechanics) and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 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 (c) the Recovering Finance Party shall, within three 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 31.6 (Partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) or a Hedge Counterparty (a "Recovering Finance Party") receives or recovers (whether by set-off or otherwise) any amount from an Obligor other than in accordance with Clause 31 Clauses 28 (Application of Proceeds) and 30 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due by an Obligor only in its capacity as either under a Borrower Finance Document or a Guarantor under the Finance Documents Hedging Agreement then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 31 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 (c) the Recovering Finance Party shall, within three 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 31.6 30.5 (Partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (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 31 26 (Payment Mechanicsmechanics) or Clause 28 (Application of Proceeds) (a "Recovered Amount") and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 31 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 (c) the Recovering Finance Party shall, within (3) three 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 31.6 26.5 (Partial payments).

Payments to Finance Parties. If a Finance Party (other than in the case of the Security Trustee for its own account as Security Trustee) (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 31 27 (Payment Mechanicsmechanics) or Clause 29 (Application of Proceeds) (a "Recovered Amount") and applies that amount to a payment due by an Obligor only in its capacity as either a Borrower or a Guarantor under the Finance Documents then: (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount 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 31 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 (c) the Recovering Finance Party shall, within (3) three 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 31.6 27.5 (Partial payments).