Common use of Distribution Clause in Contracts

Distribution. (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the US Swingline Agent, under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the US Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States Treaty Countries or LondonLondon as the Agent or, as the case may be, the US Swingline Agent, may reasonably specify) as it may notify to the Facility Agent or, as the case may be, the US Swingline Agent, for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent or, as the case may be, the US Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the US Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the US Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the US Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the US Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the US Swingline Agent, together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the US Swingline Agent, to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five (5) Business Days’ prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor from the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor the Borrower under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph For the purposes of this Clause 13 (cPayments) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shallStanding Payment Instruction means: (i) make any interest payable in respect of the principal amount that relation to a Lender which is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues Lender on and prior to the date on which of this Agreement, payment instructions set below the Mid-Interest Period Transfer becomes effective, available to the Existing Lendername of that Lender in Schedule 10 (Standing Payment Instructions); andor (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as relation to a Mid-Interest Period Transfer, that accrues Lender which becomes a Lender after the date on which the Mid-Interest Period Transfer becomes effectiveof this Agreement, available to the New Lender, such payments shall be paid (on the date of value of receipt and payment instructions set out in the currency and funds of receipt) Transfer Certificate to which that Lender is a party, or such other payment instructions the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it Lender may notify to the Facility Agent for this purpose by not less that than five (5) Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ ' account or the New Lenders’ ' account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ ' prior notice.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the U.S. Swingline Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euroseuro, in the principal financial centre of such of the a Participating Member States State or London) as it may notify to the Facility Agent or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the U.S. Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the U.S. Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the U.S. Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the U.S. Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the U.S. Swingline Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to the paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) U.K. as it may notify to the Facility Agent for this purpose by not less than five 5 Business Days’ ' prior notice. (b) Where the Repayment Date for an outstanding Facility A Loan or Facility C Loan coincides with the Drawdown Date for a new Facility A Loan or Facility C Loan, as the case may be, the Agent shall apply the relevant new Loan in or towards repayment of the relevant outstanding Loan so that:- (i) where the amount of the outstanding Loan exceeds the amount of the new Loan, the relevant Borrower shall only be required to repay the excess; and (ii) where the amount of the outstanding Loan is exactly the same as the amount of the new Loan, the relevant Borrower shall not be required to make any payment. (c) The Facility Agent may apply any amount received by it for an Obligor a Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor a Borrower under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (cd) Where a sum is to be paid under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received or recovered by the Facility Security Agent under this Agreement for another Party or in connection with any Finance Document (including without limitation amounts received or recovered by the Security Agent pursuant to the enforcement of any Transaction Security) shall, except as set out in paragraph subject to paragraphs (c) and (d) below and subject to paragraphs Clause 7 (b) and (c) belowApplication of Proceeds), be made available by the Security Agent to: (i) (to the extent that the applicable Party entitled to receive such payment is a Finance Party other than the Security Agent) the Facility Agent to that Party by payment (on to an account of the date of value of receipt and in the currency and funds of receipt) to its account Facility Agent with such bank in the principal financial centre of the country of the relevant currency of such payment as the Facility Agent may notify to the Security Agent for this purpose by not less than five Business Days’ prior notice; and (or, in ii) (to the case extent that the applicable Party entitled to receive such payment is not a Finance Party) such Party by payment to an account of euros, such Party with such bank in the principal financial centre of such the country of the Participating Member States or London) currency of such payment as it such Party may notify to the Facility Security Agent for this purpose by not less than five Business Days’ prior notice. (b) The Each payment received or recovered by the Facility Agent pursuant to paragraph (a) shall, subject to paragraphs (c) and (d) below, be made available by the Facility Agent to the applicable Party entitled to receive such payment in accordance with the provisions of the Facility Agreement. (c) Each Transaction Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an such Obligor under this Agreement any Transaction Document in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (cd) Where a sum is to be paid under this Agreement any Finance Document to the Facility a Transaction Agent for the account of another Party, the Facility such Transaction Agent is not obliged to pay that sum to that Party (or to enter into or perform any related exchange contract) until it has established that it has actually received that sum. The Facility Such Transaction Agent may, however, assume that the sum has been paid to it in accordance with this Agreement the Finance Documents and, in reliance on that assumption, make available to that Party a corresponding amount. If the that sum has not been made available but the Facility such Transaction Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility such Transaction Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility such Transaction Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, a Swingline Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the relevant Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the a Participating Member States State or London) as it may notify to the Facility Agent or, as the case may be, the relevant Swingline Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent or, as the case may be, a Swingline Agent may apply any amount received by it for from an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, a Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the relevant Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the relevant Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the relevant Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the relevant Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the relevant Swingline Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of as soon as practicable after receipt) of any amount due from an that Obligor under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent under the Finance Documents for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject The Facility Agent shall distribute payments received by it in relation to paragraph (c) above, all or any part of a Loan to the Lender indicated in the case records of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of as being so entitled on that date Provided that the principal amount that Facility Agent is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues authorised to distribute payments to be made on and prior to the date on which the Mid-Interest Period Transfer any transfer becomes effective, available effective pursuant to Clause 31 (Changes to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receiptParties) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with Lender so entitled immediately before such bank and in the principal financial centre transfer took place regardless of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify period to the Facility Agent for this purpose by not less that five Business Days’ prior noticewhich such sums relate.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five (5) Business Days’ prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor from the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor the Borrower under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph For the purposes of this Clause 13 (cPayments) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shallStanding Payment Instruction means: (i) make any interest payable in respect of the principal amount that relation to a Lender which is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues Lender on and prior to the date on which of this Agreement, payment instructions set below the Mid-Interest Period Transfer becomes effective, available to the Existing Lendername of that Lender in Schedule 11 (Standing Payment Instructions); andor (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as relation to a Mid-Interest Period Transfer, that accrues Lender which becomes a Lender after the date on which the Mid-Interest Period Transfer becomes effectiveof this Agreement, available to the New Lender, such payments shall be paid (on the date of value of receipt and payment instructions set out in the currency and funds of receipt) Transfer Certificate to which that Lender is a party, or such other payment instructions the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it Lender may notify to the Facility Agent for this purpose by not less that than five (5) Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the Euro Swingline Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the Euro Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euroseuro, in the principal financial centre of such of the a Participating Member States State or London) as it may notify to the Facility Agent or, as the case may be, the Euro Swingline Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent or, as the case may be, the Euro Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the Euro Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the Euro Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the Euro Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the Euro Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the Euro Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the Euro Swingline Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) In this Subclause, Standing Payment Instruction means: (i) in relation to a Lender which is a Lender on the date of this Agreement, payment instructions set below the name of that Lender in Schedule 7 (Form of Standing Payment Instructions); or (ii) in relation to a Lender which becomes a Lender after the date of this Agreement, payment instructions set out in the Transfer Certificate to which that Lender is a party, or such other payment instructions the Lender may notify to the Facility Agent but not less than five Business Days' prior notice. (b) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (orNew York, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ ' prior notice. (bc) Notwithstanding paragraph (a) above, any payment to be made under the Finance Documents by the Facility Agent to a Lender must be made in accordance with that Lender's Standing Payment Instruction. (d) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an that Obligor under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (ce) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such office or bank in: (i) in respect of Facility A: (A) the principal financial centre of the country of the relevant currency currency; or (or, B) in the case of euroseuro, in the principal financial centre of such of the a Participating Member States State or London, (ii) in respect of Facility B, New York; and as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent may (with the consent and at the expense of the relevant Obligor) apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of as soon as practicable after receipt) of any amount due from an that Obligor under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has had not been made available but available, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) 11.3.1 Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) belowClauses ‎11.3.2 to ‎11.3.5, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ ' prior notice. (b) 11.3.2 The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) 11.3.3 Where a sum is to be paid under this Agreement to the Facility Agent under the Finance Documents for the account of another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has established been able to establish to its satisfaction that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. . 11.3.4 If the sum has not been made available but the Facility Agent has paid a corresponding or its Affiliate or Representative on its behalf or direction (the Facility Agent and its applicable Affiliate or Representative, an “Agent Entity”) pays an amount to another Party (unless Clause ‎11.3.5 below applies) or, at the direction of such Party, that Party's Affiliate, Related Fund or Representative (such Party shall forthwith on demand refund and its applicable Affiliate, Related Fund or 30 Representative, an “Other Party Entity”) and it proves to be the corresponding amount to case (in the sole determination of the Facility Agent) that: 11.3.4.1 neither the Facility Agent nor the applicable Agent Entity actually received that amount; or 11.3.4.2 such amount was otherwise paid in error (whether such error was known or ought to have been known to such other Party or applicable Other Party Entity), then the Party to whom that amount (or the proceeds of any related exchange contract) was paid (or on whose direction its applicable Other Party Entity was paid) by the applicable Agent Entity shall hold such amount on trust or, to the extent not possible as a matter of law, for the account (or will procure that its applicable Other Party Entity holds on trust or for the account) of the Agent Entity and on demand (or will procure that its applicable Other Party Entity shall) refund the same to the Agent Entity together with interest on that amount from the date of payment to the date of receiptreceipt by that Agent Entity, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, 11.3.5 If the Facility Agent shall: has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves (iin the sole determination of the Facility Agent) make any interest payable to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower: 11.3.5.1 the principal Facility Agent shall notify the Parent of that ▇▇▇▇▇▇'s identity and the Borrower to whom that sum was made available shall hold such amount that is assignedon trust or, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date extent not possible as a matter of law, for the account, of the Facility Agent and on which the Mid-Interest Period Transfer becomes effective, available demand refund it to the Existing LenderFacility Agent; and (ii) make any interest payable in respect of 11.3.5.2 the principal amount Lender by whom those funds should have been made available or, if that is assigned▇▇▇▇▇▇ fails to do so, transferred or novated as a Mid-Interest Period Transferthe Borrower to whom that sum was made available, that accrues after the date shall on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify demand pay to the Facility Agent for this purpose the amount (as certified by not less the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that five Business Days’ prior noticesum before receiving those funds from that Lender.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the U.S. Swingline Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euroseuro, in the principal financial centre of such of the a Participating Member States State or London) as it may notify to the Facility Agent or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the U.S. Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the U.S. Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the U.S. Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the U.S. Swingline Back to Index Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the U.S. Swingline Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five (5) Business Days’ prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor from the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor the Borrower under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph For the purposes of this Clause 13 (cPayments) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shallStanding Payment Instruction means: (i) make any interest payable in respect of the principal amount that relation to a Lender which is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues Lender on and prior to the date on which of this Agreement, payment instructions set below the Mid-Interest Period Transfer becomes effective, available to the Existing Lendername of that Lender in Schedule 12 (Standing Payment Instructions); andor (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as relation to a Mid-Interest Period Transfer, that accrues Lender which becomes a Lender after the date on which the Mid-Interest Period Transfer becomes effectiveof this Agreement, available to the New Lender, such payments shall be paid (on the date of value of receipt and payment instructions set out in the currency and funds of receipt) Transfer Certificate to which that Lender is a party, or such other payment instructions the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it Lender may notify to the Facility Agent for this purpose by not less that than five (5) Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five (5) Business Days’ prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor from the Security Parties in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor the Security Parties under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph For the purposes of this Clause 13 (cPayments) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shallStanding Payment Instruction means: (i) make any interest payable in respect of the principal amount that relation to a Lender which is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues Lender on and prior to the date on which of this Agreement, payment instructions set below the Mid-Interest Period Transfer becomes effective, available to the Existing Lendername of that Lender in Schedule 10 (Standing Payment Instructions); andor (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as relation to a Mid-Interest Period Transfer, that accrues Lender which becomes a Lender after the date on which the Mid-Interest Period Transfer becomes effectiveof this Agreement, available to the New Lender, such payments shall be paid (on the date of value of receipt and payment instructions set out in the currency and funds of receipt) Transfer Certificate to which that Lender is a party, or such other payment instructions the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it Lender may notify to the Facility Agent for this purpose by not less that than five (5) Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of eurosEuros, in the principal financial centre of such of the Participating Member States State or London) as it may notify to the Facility Agent for this purpose by not less than five 5 Business Days’ ' prior noticenotice or, in the case of a Borrower, in the relevant Utilisation Request. (b) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Unless the Agent mayreceives not less than one Business Day's written notice that a sum to be paid under this Agreement will not be paid, however, it may assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available available, but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shallIf on any Utilisation Date: (i) make any interest payable a Bank is required to participate in respect an Advance pursuant to Clause 5 (Availability of Advances) or accept Bills pursuant to Clause 6 (Availability of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing LenderB▇▇▇ Facility); and (ii) make any interest payable in respect a payment is due to that Bank pursuant to Clause 8 (Repayment), then the Agent shall (without prejudice to the obligations of the principal relevant Borrower under Clause 8 (Repayment)) apply the amount payable by such Bank to the Agent for the account of the relevant Borrower on that is assignedUtilisation Date in or towards satisfaction of the amount payable by the relevant Borrower to such Bank on such Utilisation Date pursuant to Clause 8 (Repayment). The Agent shall advise NGG, transferred or novated as a Mid-Interest Period Transferthe relevant Borrower and each such Bank of the net amount, that accrues if any, due from one party to the other after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, application of funds as aforesaid and such payments net amount due shall be paid (on by the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account relevant Borrower or the New Lenders’ account (relevant Bank(s), as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of eurosmay be, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior noticeon such date.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank office or bank: (i) in the principal financial centre of the country of the relevant currency currency; or (or, ii) in the case of eurosEuros, in the principal financial centre of such of the a Participating Member States State or London) , as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. (bi) The Facility Agent may (if a Default is outstanding or the Company consents) apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (ii) Unless a Default is then outstanding or the relevant Borrower otherwise directs, the Agent shall apply a Rollover Utilisation in or towards payment of the Utilisation due to be repaid on the Utilisation Date of that Rollover Utilisation. (c) Where a sum is to be paid under this Agreement the Finance Documents to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement the Finance Documents and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the Security Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent or, as the case may be, the Security Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such bank office or bank: (i) in the principal financial centre of the country of the relevant currency currency; or (or, ii) in the case of euroseuro, in the principal financial centre of such of the a Participating Member States State or London) , as it may notify to the Facility Agent or, as the case may be, the Security Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent or, as the case may be, the Security Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of as soon as practicable after receipt) of any amount due from an that Obligor under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the Security Agent under this Agreement for the account of another Party, the Facility Agent or, as the case may be, the Security Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent mayor, howeveras the case may be, the Security Agent may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent has paid a corresponding amount to another Partyor, as the case may be, the Security Agent that Party shall forthwith must immediately on demand refund the corresponding amount to by the Facility Agent or, as the case may be, the Security Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receiptreceipt by the Facility Agent or, calculated as the case may be, the Security Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the U.S. Swingline Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euroseuro, in the principal financial centre of such of the a Participating Member States State or London) as it may notify to the Facility Agent or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the U.S. Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the U.S. Swingline Agent may, Back to Index however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the U.S. Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the U.S. Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the U.S. Swingline Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Finance Documents for another Party shallmust, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) provided below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of as soon as practicable after receipt) to its account with such bank office or bank: (i) in the principal financial centre of the country of the relevant currency currency; or (or, ii) in the case of euroseuro, in the principal financial centre of such of the a Participating Member States State or London) , as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of as soon as practicable after receipt) of any amount due from an that Obligor under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, The Company irrevocably and unconditionally instructs the Facility Agent shall: (i) make any interest payable in respect to apply directly towards repayment of the principal amount that Refinanced Facilities such proportion of the proceeds of the first Utilisation as is assignednecessary to ensure that, transferred or novated under a Mid-Interest Period Transferwhen aggregated with the amounts which the Company notifies the Facility Agent it intends to apply towards repayment of the Refinanced Facilities from its own resources, that accrues the Refinanced Facilities are repaid in full by close of business on the Utilisation Date of the first Utilisation (and prior to the date on which the Mid-Interest Period Transfer becomes effective, extent of such repayment not to make those proceeds available to the Existing Lender; and Company under paragraph (iia) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior noticeabove).

Distribution. In accordance with a Participant's election, distribution will begin on the first business day of the calendar year immediately following the earlier of: (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out year in paragraph (d) below and subject which the Director ceases to paragraphs be a Director; or (b) the year in which the Director attains such other age as selected by the Director (but not earlier than age sixty-five (65)). Notwithstanding the foregoing, in the event of a Change in Control, each Participant's Account(s) shall be distributed in full to the Participant immediately prior to, and contingent upon, the occurrence of the Change in Control. In the case of Grandfathered Fees only, in accordance with a Participant's election the Participant's Account(s) will be distributed in either: (a) a single installment; (b) annual installments over a ten (10) year period; or (c) below, annual installments over a period shorter than ten (10) years. Installment distributions will be made available calculated by dividing the balance in the Participant's Account(s) immediately before the distribution by the Facility Agent number of installments remaining to that Party by payment (on be paid. Non-Grandfathered Fees shall be paid in a single installment. The Participant's election as to the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (ortime and, in the case of eurosGrandfathered Fees only, form of distribution, shall be made by filing an election with the Company in substantially the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. form attached hereto (b) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum"Distribution Election"). The Facility Agent may, however, assume Distribution Election shall continue until suspended or modified in writing by a subsequent Distribution Election; provided that a Participant may not select a specified age for distribution in a subsequent Distribution Election that is earlier than the sum has been paid age selected in any prior Distribution Election. Each new Distribution Election shall apply to it in accordance with this Agreement future deferrals and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period TransferGrandfathered Fees only, any existing balances in the Participant's Account(s) and must be on file for twelve (12) months before it is effective. If no Distribution Election has been on file at least twelve (12) months at the time of distribution, the Facility Agent shall: (iParticipant's Account(s) make any interest payable shall be distributed in respect a single installment. Notwithstanding the foregoing and with regard to Non-Grandfathered Fees only, the timing or form of previously deferred Directors Fees may not be changed once the Distribution Election has been made. Notwithstanding the foregoing and with regard to Grandfathered Fees only, the Nominating and Corporate Governance Committee of the principal amount Board (the "NCGC"), in its sole discretion, may at any time elect to distribute the Participant's Account(s) in a single installment or over a shorter or longer period than ten (10) years if it determines that such action is assignedin the best interests of the Company. In the case of both Grandfathered Fees and Non-Grandfathered Fees, transferred or novated under a Mid-Interest Period TransferCash Accounts shall be paid out in cash. Shares Accounts shall be distributed in full Shares; provided, however, that accrues on the final installment of Shares shall be rounded upwards to the next full Share. In the case of both Grandfathered Fees and Non-Grandfathered Fees, upon the death of a Director or former Director prior to the date on which expiration of the Mid-Interest Period Transfer becomes effectivedistribution period, available the Participant's remaining Account(s) shall be distributed to the Existing Lender; and (ii) make any interest payable Participant's Beneficiary in respect full on the first business day of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after next calendar year following the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date year of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in death. In the case of eurosboth Grandfathered Fees and Non-Grandfathered Fees, in the principal event a Participant has a Disability, the Participant's Account(s) shall be distributed immediately in a single installment. With regard to Grandfathered Fees only, in the event a Participant incurs financial centre of one hardship (as determined by the Board in its sole discretion), the entire portion of the Participating Member States or LondonParticipant's Account(s) as it may notify consisting of Grandfathered Fees shall be distributed immediately in a single installment. With regard to Non-Grandfathered Fees only, "financial hardship" means a severe financial hardship to the Facility Agent for Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. In the case of a financial hardship, the Participant may request a distribution of an amount no greater than the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship, and including distribution of Grandfathered Fees). With regard to Grandfathered Fees only, a Participant may make a one-time election to receive an immediate distribution of 90% of the Participant's Account(s) balance. In this purpose by not less event, the Participant shall forfeit the remaining 10% of the Account(s) balance. Notwithstanding the foregoing, the Company, in its sole discretion, may reject a Participant's election to receive an immediate distribution if it determines that five Business Days’ prior noticesuch action is in the best interests of the Company, the recipient, or both.

Distribution. (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of ECU or euros, in the principal any major financial centre of such of the Participating Member States in which payment in ECU or Londoneuros can be effected) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility If the relevant Borrower agrees, the Agent may apply any amount received by it for an Obligor a Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor that Borrower under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where the Repayment Date for an outstanding Loan coincides with the Drawdown Date for a new Loan to the same Borrower to be denominated in the same currency as the outstanding Loan, the Agent shall apply the new Loan in or towards repayment of the outstanding Loan so that:- (i) where the amount of the outstanding Loan exceeds the amount of the new Loan, the relevant Borrower shall be required to repay only the excess; and (ii) where the amount of the outstanding Loan is exactly the same as or less than the amount of the new Loan, the relevant Borrower shall not be required to make any payment of principal. (d) Where a sum is to be paid to the Agent under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement Agreement, and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand by the Agent refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the U.S. Swingline Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euroseuro, in the principal financial centre of such of the a Participating Member States State or London) as it may notify to the Facility Agent or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the U.S. Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the U.S. Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the U.S. Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the U.S. Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the U.S. Swingline Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent or the Security Trustee may apply any amount received by it for an Obligor from any of the Obligors in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor the Obligors under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (cb) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in For the case purposes of a Mid-Interest Period Transfer, the Facility Agent shallthis Clause 15 Standing Payment Instruction means: (i) make any interest payable in respect of the principal amount that relation to a Lender which is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues Lender on and prior to the date on which of this Agreement, payment instructions set below the Mid-Interest Period Transfer becomes effective, available to the Existing Lendername of that Lender in Schedule 7; andor (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as relation to a Mid-Interest Period Transfer, that accrues Lender which becomes a Lender after the date on which the Mid-Interest Period Transfer becomes effectiveof this Agreement, available to the New Lender, such payments shall be paid (on the date of value of receipt and payment instructions set out in the currency and funds of receipt) Transfer Certificate to which that Lender is a party, or such other payment instructions the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it Lender may notify to the Facility Agent for this purpose by not less that than five (5) Business Days’ prior notice. (d) If, upon receipt by the Facility Agent of any amount due from any of the Obligors in or towards payment of any amount due to the Finance Parties under the Finance Documents, the Facility Agent fails to make such payment on the date of receipt for value on that date (or, if due to technical reasons it is impossible for the Facility Agent to make such payment on and for value on the date of receipt, on and for value on the next Business Day) then it shall pay to such Finance Party or Finance Parties that overdue amount with interest from the due date up to the date of actual payment and value, both before, on and after judgment. The rate to be applied in respect of such overdue amount shall be calculated at the Facility Agent’s internally derived overnight LIBID rate.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the U.S. Swingline Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States Treaty Countries or London) as it may notify to the Facility Agent or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the U.S. Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the U.S. Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the U.S. Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the U.S. Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the U.S. Swingline Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility an Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility that Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of eurosEuros, in the principal financial centre of such of the a Participating Member States State or London) as it may notify to the Facility that Agent for this purpose by not less than five 5 Business Days’ ' prior noticenotice or, in the case of a Borrower, in the relevant Utilisation Request. (b) The Facility An Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility an Agent for the account of another Party, the Facility that Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Unless an Agent mayreceives not less than one Business Day's written notice that a sum to be paid under this Agreement will not be paid, however, it may assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available available, but the Facility an Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility that Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility that Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shallIf on any Utilisation Date: (i) make any interest payable a Revolving Facility Bank is required to participate in respect an Advance pursuant to Clause 5 (Availability of the principal amount that is assigned, transferred or novated under a MidRevolving Facility Advances and Term-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lenderout Advances); and (ii) make any interest payable in respect of a payment is due to that Revolving Facility Bank pursuant to Clause 8 (Repayment), then the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available Facility Agent shall (without prejudice to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country obligations of the relevant currency Borrower under Clause 7 (or in Repayment)) apply the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify amount payable by such Revolving Facility Bank to the Facility Agent for this purpose the account of the relevant Borrower on that Utilisation Date in or towards satisfaction of the amount payable by not less that five Business Days’ prior notice.the relevant Borrower to such Bank on such

Distribution. (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. (b) The Facility Agent or the Security Trustee may apply any amount received by it for an Obligor from any of the Obligors in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor the Obligors under this Agreement in the same currency on such date Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (cb) Where a sum is to be paid under this Agreement to the Facility Agent under this Agreement for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sumit. The However, the Facility Agent may, however, may assume that the sum has been paid to it in accordance with this Agreement it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been made available but received by the Facility Agent, that Party must immediately on demand by the Facility Agent has paid a refund any corresponding amount made available to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent it together with interest on that amount from the date of payment to the date of receipt, calculated receipt by the Facility Agent at a rate reasonably determined calculated by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in For the case purposes of a Mid-Interest Period Transfer, the Facility Agent shallthis Clause 13 STANDING PAYMENT INSTRUCTION means: (i) make any interest payable in respect of the principal amount that relation to a Lender which is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues Lender on and prior to the date on which of this Agreement, payment instructions set below the Mid-Interest Period Transfer becomes effective, available to the Existing Lendername of that Lender in Schedule 8; andor (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as relation to a Mid-Interest Period Transfer, that accrues Lender which becomes a Lender after the date on which the Mid-Interest Period Transfer becomes effectiveof this Agreement, available to the New Lender, such payments shall be paid (on the date of value of receipt and payment instructions set out in the currency and funds of receipt) Transfer Certificate to which that Lender is a party, or such other payment instructions the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it Lender may notify to the Facility Agent for this purpose by not less that than five (5) Business Days’ prior ' notice. (d) If, upon receipt by the Facility Agent of any amount due from any of the Obligors in or towards payment of any amount due to the Finance Parties under the Finance Documents, the Facility Agent fails to make such payment on the date of receipt for value on that date (or, if due to technical reasons it is impossible for the Facility Agent to make such payment on and for value on the date of receipt, on and for value on the next Business Day) then it shall pay to such Finance Party or Finance Parties that overdue amount with interest from the due date up to the date of actual payment and value, both before, on and after judgment. The rate to be applied in respect of such overdue amount shall be calculated at the Facility Agent's internally derived overnight LIBID rate.

Distribution. (a) Each payment received by the Facility Agent or, as the case may be, the Swingline Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent or, as the case may be, the Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States Treaty Countries or London) as it may notify to the Facility Agent or, as the case may be, the Swingline Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent or, as the case may be, the Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent or, as the case may be, the Swingline Agent for the account of another Party, the Facility Agent or, as the case may be, the Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent or, as the case may be, the Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent or, as the case may be, the Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent or, as the case may be, the Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent or, as the case may be, the Swingline Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to the paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) U.K. as it may notify to the Facility Agent for this purpose by not less than five 5 Business Days’ ' prior notice. (b) Where the Repayment Date for an outstanding Facility C Loan coincides with the Drawdown Date for a new Facility C Loan the Agent shall apply the relevant new Loan in or towards repayment of the relevant outstanding Loan so that:- (i) where the amount of the outstanding Loan exceeds the amount of the new Loan, London Electricity shall only be required to repay the excess; and (ii) where the amount of the outstanding Loan is exactly the same as the amount of the new Loan, London Electricity shall not be required to make any payment. (c) The Facility Agent may apply any amount received by it for an Obligor a Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor that Borrower under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (cd) Where a sum is to be paid under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior notice.

Distribution. (a) Each payment received by the Facility Agent under this Agreement the Senior Finance Documents for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of eurosEuro, in the principal any financial centre of such of the Participating Member States or Londonin which payment in Euro can be effected) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ ' prior notice. (b) The Facility Agent may apply any amount received by it for an Obligor the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor the Borrower under this Agreement in -------------------------------------------------------------------------------- 46 43 -------------------------------------------------------------------------------- the same currency on such date Senior Finance Documents or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent under the Senior Finance Documents for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement Agreement, and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand by the Agent refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject The Agent shall not be obliged to paragraph (c) above, pay any amount in Zloty if it is unable to establish that it has actually received such amount from the case of a Mid-Interest Period Transfer, Borrower or the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and Tranche B Banks prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (10 a.m. Warsaw time on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less that five Business Days’ prior noticepayment should otherwise be made.