Common use of Partial payments Clause in Contracts

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) to (vi) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent or the Security Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all costs and expenses incurred by or on behalf of any unpaid amount owing to the Agent, the Common Security Agent, the POA Agent or the Intercreditor Security Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by under the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentFinance Documents; (ii) secondly, in or towards payment pro rata of any accrued and unpaid fees, costs Financing Amounts and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance DocumentsMake Whole Amounts; (iii) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party other accrued interest, fee or commission due but unpaid under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the BorrowerFinance Documents; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving FacilityFinance Documents; and (viv) sixthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 If a Lender receives a payment in accordance with paragraph (Rolled Loan – restrictionsc) of Clause 33.1 (Payments to the Intercreditor AgreementAgent) for application against amounts due to it in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable to that Lender by an Obligor under those Finance Documents, that Lender shall apply that payment towards the obligations of that Obligor to that Lender under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any accrued and unpaid Financing Amounts and Make Whole Amounts due to it; (ii) secondly, in or towards payment pro rata of any other accrued interest, fee or commission due to it but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due to it but unpaid under the Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due to it but unpaid under the Finance Documents. (c) The Agent, the Security Agent or a Lender shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (via)(v) above. (cd) Each Lender shall, if so directed by the Majority Lenders (provided that such direction must be given to all Lenders), vary the order set out in paragraph (b) above. (e) Paragraphs (a) and to (bd) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all costs and expenses incurred by or on behalf of any unpaid amount owing to the Facility Agent, the Common Security Collateral Management Agent, the POA Agent Co-Ordinator, the Documentation Bank or the Intercreditor Security Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agentunder those Finance Documents; (ii) secondly, in or towards payment to the Finance Parties pro rata of any accrued interest, fee or commission due but unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance DocumentsDocuments (excluding interest, fees or commissions attributable to Excess Overdraft Amounts); (iii) thirdly, in or towards payment to the Finance Parties pro rata of all amounts paid by any Secured Party principal (excluding any Excess Overdraft Amounts) due but unpaid under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrowerthose Finance Documents; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance DocumentsDocuments (other than interest, fees, commissions or principal attributable to Excess Overdraft Amounts); and (v) fifthly, in or towards payment pro rata of any interest, fees, commissions or principal attributable to Excess Overdraft Amounts. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (viiv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) to (vi) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all costs and expenses incurred by any amounts payable but unpaid in respect of fees, costs, expenses, losses or on behalf liabilities of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by Arranger under the Agent, the Common Security Agent, the POA Agent Finance Documents or the Intercreditor AgentSecurity Trustee under the Finance Documents; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses all amounts (including interest) payable by the Obligor to Lenders in respect of amounts or security paid or provided by the Lenders to the Agent in place of another Lender under Clause 32.11(c) or 32.11(d) (Lenders' indemnity to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents); (iii) thirdly, in or towards payment pro rata of all amounts payable by the Obligor to Lenders in respect of amounts or security paid by any Secured Party the Lenders to the Agent under Clause 28.10 32.11(a) (Lenders’ L▇▇▇▇▇▇' indemnity to the Agent) but which have not been reimbursed by the Borroweror Clause 32.2 (Instructions) plus interest on such amounts; (iv) fourthly, in or towards payment pro rata of all any accrued interest, costs, fees and expenses or commission due and payable to the Lenders but unpaid under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving FacilityFinance Documents; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the all Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (via)(vi) aboveabove inclusive. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all costs and expenses incurred by any amounts payable but unpaid in respect of fees, costs, expenses, losses or on behalf liabilities of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by Arranger under the Agent, the Common Security Agent, the POA Agent Finance Documents or the Intercreditor AgentSecurity Trustee under the Finance Documents; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses all amounts (including interest) payable by the Obligor to Lenders in respect of amounts or security paid or provided by the Lenders to the Agent in place of another Lender under clause 29.11(c) or 29.11(c) (Lenders' indemnity to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents); (iii) thirdly, in or towards payment pro rata of all amounts payable by the Obligor to Lenders in respect of amounts or security paid by any Secured Party under Clause 28.10 (Lenders’ indemnity the Lenders to the AgentAgent under clause 29.11(a) but which have not been reimbursed by the Borroweror clause 29.2 (Instructions) plus interest on such amounts; (iv) fourthly, in or towards payment pro rata of all any accrued interest, costs, fees and expenses or commission due and payable to the Lenders but unpaid under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving FacilityFinance Documents; andand Loan Note Subscription Agreement | DLA Piper | 129 (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the all Lenders, vary the order set out in paragraphs (a)(iiiclauses 34.6(a)(ii) to (vi34.6(a)(vi) aboveinclusive. (c) Paragraphs (aClauses 34.6(a) and (b34.6(b) above will override any appropriation made by an Obligor.

Partial payments. (a) 11.2.1 If the Paying Agent or the Trustee receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents (a “Partial Payment”), such Partial Payment shall, in respect of the Issuer’s debt under the Finance Documents be considered made for discharge of the debt of the Issuer in the following order: order of priority: first, in or towards payment pro rata of (i) firstlyall unpaid fees, following costs, expenses and indemnities payable by the delivery Issuer to the Trustee in accordance with the Trustee Agreement (other than any indemnity given for liability against the Bondholders), (ii) other costs, expenses and indemnities relating to the acceleration of an Enforcement Noticethe Bonds, the enforcement of the Transaction Security or the protection of the Bondholders’ rights as may have been incurred by the Trustee, (iii) any costs incurred by the Trustee for external experts that have not been reimbursed by the Issuer in payment of all accordance with these Terms and Conditions, and (iv) any costs and expenses incurred by the Trustee in relation to a Bondholders’ Meeting or a Written Procedure that have not been reimbursed by the Issuer, together with default interest in accordance with Clause 6.4 on behalf of any such amount calculated from the Agent, date it was due to be paid or reimbursed by the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certifiedIssuer; secondly, in writing, as having been incurred by or towards payment pro rata of accrued but unpaid Interest under the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; Bonds (ii) secondlyInterest due on an earlier Interest Payment Date to be paid before any Interest due on a later Interest Payment Date); thirdly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders principal under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due Bonds; and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthlyfourthly, in or towards payment pro rata of any other sum due but costs or outstanding amounts unpaid under the Finance Documents, including default interest in accordance with Clause 6.4 on delayed payments of Interest and repayments of principal under the Bonds. (b) Subject 11.2.2 Notwithstanding Clause 11.2.1 above, any Partial Payment which is distributed to clause 3.2 (Rolled Loan – restrictions) the Bondholders shall, subject to Clause 11.2.3 below, be applied pro rata pursuant to the procedures of the Intercreditor AgreementCSD towards payment of any accrued interest due but unpaid and of any principal amount due but unpaid. 11.2.3 A Bondholders' Meeting can only resolve that any overdue payment of any instalment will be reduced if there is a pro rata reduction of the principal that has not fallen due, however, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs meeting may resolve that accrued interest (a)(iiiwhether overdue or not) to (vi) aboveshall be reduced without a corresponding reduction of principal. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under those the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Borrower under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Facility Agent (including any indemnity obligations) under the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents; (ii) secondly, in or towards payment of any accrued interest, fee or commission due but unpaid to DFC, following the payment of any compensation by DFC pursuant to the PRI Policy, under this Agreement; (iii) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party accrued interest, fee or commission (excluding any Debt Exchange Linked Conservation Fees, Additional Reserve Payments or Additional Conservation Payments) due but unpaid to any Lender other than DFC under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrowerthis Agreement; (iv) fourthly, in or towards payment pro rata of all accrued interestany principal due but unpaid to DFC, costs, fees and expenses due and payable following the payment of any compensation by DFC pursuant to the Lenders PRI Policy, under the Finance Documentsthis Agreement; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid to any Lender other than DFC under the Revolving Facilitythis Agreement; and (vi) sixthly, in or towards payment pro rata of any other sum (including any Debt Exchange Linked Conservation Fees, Additional Reserve Payments or Additional Conservation Payments) due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by the LendersMajority Lenders and DFC, vary the order set out in paragraphs (a)(iiia)(ii) to (vi) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all costs and expenses incurred by or on behalf of any unpaid amount owing to the Agent, the Common Security Agent, the POA Agent or the Intercreditor Security Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agentunder those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents;; and (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) the provisions of the Intercreditor Agreement, if the Agent receives a payment for application against amounts due in respect of any Finance Document from an Obligor that is insufficient to discharge all the amounts then due and payable by that Obligor under the Finance Documents and such payment is received or recovered from the DSRA (or any proceeds of enforcement of Transaction Security over the DSRA), the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid amount owing to the Agent and/or the Security Agent under the Finance Documents (which unpaid amount relates to the recovery of such payment in respect of the DSRA or such enforcement of Transaction Security over the DSRA); (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid in respect of the Facility; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid in respect of the Facility; and (iv) thereafter, in the order set out in paragraph (a) above. (c) The Agent shall, : (i) if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (via)(iii) above; and (ii) if so directed by each and all of the Lenders that has any Commitment, vary the order set out in paragraphs (b)(ii) to (b)(iii) above. (cd) Paragraphs (a) and to (bc) above will override any appropriation made by an Obligor.

Partial payments. If: (a) If on any date on which a payment is due to be made by any Borrower under this Agreement, the amount received by the Facility Agent from such Borrower falls short of the total amount of the payment due to be made by such Borrower on such date; or (b) on any date on which the Facility Agent receives a any payment for application against amounts due from the Security Agent or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date then (in respect any such case), without prejudice to any rights or remedies available to the Finance Parties under any of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of that Obligor such Borrower under those Finance Documents this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Borrower: (i) firstly, following the delivery of an Enforcement Noticefirst, in payment or towards payment, on a pro-rata basis, of all any unpaid costs and expenses incurred by or on behalf of the Facility Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentArrangers under this Agreement; (ii) secondly, in or towards payment pro to the Banks, on a pro-rata basis, of any unpaid fees, costs and expenses of amount owing to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Banks under those Finance Documents;clause 20.2; 48 - 47 - (iii) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the AgentArrangers, on a pro-rata basis, of any portion of the fees payable under clause 7.1(a) but which have not been reimbursed by the Borrowerremains unpaid; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders Facility Agent and the Security Agent, on a pro-rata basis, of any portion of the fees payable under the Finance Documentsclause 7.1(b) which remains unpaid; (v) fifthly, in or towards payment pro to the Banks, on a pro-rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) basis, of the Intercreditor Agreement, any principal due and accrued commitment commission payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal clause 7.2 which shall have become due but unpaid under the Revolving Facility; andremains unpaid; (vi) sixthly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued interest, Letter of Credit commission and (in the case of the Issuing Bank) Letter of Credit fronting fees or commission which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 shall be excluded; (vii) seventhly, in or towards payment to the Banks, on a pro-rata basis, of any principal which shall have become due but remains unpaid; (viii) eighthly, in or towards payment to any such Banks, on a pro-rata basis, of any amount payable to any Banks by virtue of clause 8.5 which remains unpaid; and (ix) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shalland, if more than one such sum so directed by the Lendersremains unpaid, vary the order set out on a pro-rata basis). Each reference in paragraphs (a)(iiiclause 8.9(i) to (viix) above(inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4). Accordingly, clause 8.9(vi) shall be construed as referring to interest on principal and accrued interest thereon which remain unpaid to the extent due. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If Save in the circumstances described in paragraph (c) below, if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Arranger under those the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facilitythis Agreement; and (viiv) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs subparagraphs (a)(iiia)(ii) to (viiv) above. (c) If after the service of a notice by the Agent under Clause 23.18 (Acceleration) or pursuant to the provisions of Clause 29.12 (Application of Proceeds by Security Agent) the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor or a Bilateral Borrower (other than an Obligor) under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor or Bilateral Borrower (other than an Obligor), as the case may be, under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (including without limitation provisions of cash cover in respect of contingent liabilities and payments due under the Bilateral Facilities and Hedging Agreements); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, provided that the amount applied by the Agent in respect of the obligations of the Bilateral Borrowers incorporated in the U.S. shall not exceed the aggregate amount received by the Agent from, or in respect of the assets of, the Obligors incorporated in the U.S. (d) The Agent shall, if so directed by the Majority Creditors, vary the order set out in subparagraphs (c)(ii) to (iv) above provided that any such variation shall be subject to the proviso to paragraph (c) of Clause 29.6 (Partial payments). (e) Paragraphs (a), (b), (c) and (bd) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by the Company under the Finance Documents or the Facility Agent receives a payment at a time when an Obligor under those Finance DocumentsEvent of Default is continuing, the Facility Agent shall apply that payment towards the obligations of that Obligor the Company under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata and pari passu of all costs any unpaid costs, fees and expenses incurred by or on behalf (including but not limited to reasonable legal fees) of the Facility Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agentany Property Manager; (ii) secondly, in or towards payment pro rata of any due but unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance DocumentsFacility Fee; (iii) thirdly, if the Facility Agent is so directed by the Majority Lenders, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed a Costs Reserve Account to be established by the BorrowerCompany in such amount as the Facility Agent shall determine is necessary to establish a reserve fund in relation to capital expenditure in respect of the Properties, operating expenses of the Company (including Permitted Operating Expenses) and amounts payable in respect of property management and asset management expenses; (iv) fourthly, in or towards payment pro rata of all accrued interestto pay the C Loan Additional Payment; (v) fifthly, costs, fees and expenses to pay interest due and payable unpaid in respect of the A Loan; LEGAL_EU # 10964296.8 (vi) sixthly, to repay principal (whether or not due) in respect of the A Loan and any other amounts (other than interest) due but unpaid to the Lenders A Lender under the Finance Documents; (vvii) fifthlyseventhly, to pay interest due and unpaid in or towards payment pro rata of:respect of the B Loan; (Aviii) subject eighthly, to clause 3.2 repay principal (Rolled Loan – restrictionswhether or not due) in respect of the Intercreditor AgreementB Loan and any other amounts (other than interest) due but unpaid to the B Lender under the Finance Documents; (ix) ninthly, any principal to pay interest due and payable unpaid in respect of the C Loan; (x) tenthly, to repay principal (whether or not due) in respect of the C Loan and any other amounts (other than interest and the C Loan Additional Payment) due but unpaid to the C Lender under the Term Loan Facility to the extent due and payable to the LendersFinance Documents; and (Bxi) any principal due but unpaid under the Revolving Facility; and (vi) sixthlyeleventhly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (vixi) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Company.

Partial payments. Subject to clause 17.27, if (ai) If on any date on which a payment is due to be made by any Obligor under this Agreement, the amount received by the Agent from such Obligor falls short of the total amount of the payment due to be made by such Obligor on such date or (ii) on any date on which the Agent receives a any payment for application against amounts due from the Security Trustee or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date then (in respect any such case), without prejudice to any rights or remedies available to the Finance Parties under any of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of that such Obligor under those Finance Documents this Agreement in the following order:, notwithstanding any appropriation made, or purported to be made, by such Obligor: Back to Contents (ia) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment payment, on a pro rata basis, of any unpaid fees, costs and expenses (ignoring any fees payable under clause 7.1) of the AgentAgent or the Arrangers under this Agreement, (b) secondly, in or towards payment to the Common Security AgentBanks, on a pro rata basis, of any amount owing to the POA Agent and the Intercreditor Agent Banks under those Finance Documentsclause 17.12; (iiic) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the AgentContinuing Banks of any portion of the arrangement fee payable under clause 7.1(a) but which have not been reimbursed by the Borrowerremains unpaid; (ivd) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders Agent of any portion of the agency fee payable under the Finance Documentsclause 7.1(b) which remains unpaid; (ve) fifthly, in or towards payment to the Banks, on a pro rata of:basis, of any accrued commitment commission payable under clause 7.2 which shall have become due but remains unpaid; (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vif) sixthly, in or towards payment to the Banks, on a pro rata basis, of any accrued interest, letter of credit commission or Fronting Bank fees which shall have become due but remains unpaid but so that any amount payable by virtue of clause 8.5 shall be excluded; (g) seventhly, in or towards payment to the Banks, on a pro rata basis, of any principal (including Ancillary Outstandings) which shall have become due but remains unpaid; (h) eighthly, in or towards payment to any such Banks, on a pro rata basis, of any amount payable to any Banks by virtue of clause 8.5 which remains unpaid; and (i) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shalland, if more than one such sum so directed by remains unpaid, on a pro rata basis). Each reference in clause 8.9(a) - (e) (inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4). Accordingly, clause 8.9(f) shall be construed as referring to interest on principal and accrued interest thereon which remain unpaid to the Lenders, vary the extent due. The order of application set out in paragraphs (a)(iiithis clause 8.9(e) to (vi- 8.9(i) aboveshall be varied by the Agent if the Majority Banks so direct, without any reference to, or consent or approval from, the Obligors. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If Subject to the provisions of Section 33 (Sharing among the Finance Parties), if the Administrative Agent or a Facility Representative receives a payment for application against amounts due in respect of any Finance Documents relating to a Facility that is insufficient to discharge all the amounts then due and payable to the Administrative Agent, that Facility Representative or the Lenders under those Finance Documents by an Obligor under those Finance Documents, the Agent Administrative Agent, that Facility Representative, as applicable, shall apply that payment towards the obligations of that Obligor relating to such Facility under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the AgentAdministrative Agent or that Facility Representative relating to such Facility, as applicable, under those Finance Documents; (ii) secondly, in or towards payment pro rata between the Common Security Agentrelevant Finance Parties of any portion of accrued interest, the POA Agent and the Intercreditor Agent fee or commission due but unpaid relating to such Facility under those Finance Documents; (iii) thirdly, in or towards payment pro rata between the relevant Finance Parties of all amounts paid by any Secured Party principal due but unpaid relating to such Facility under Clause 28.10 (Lenders’ indemnity to those Finance Documents in the Agent) but which have order specified elsewhere in the Finance Documents or, if not been reimbursed by the Borrower;so specified, pro rata; and (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to between the Lenders under the relevant Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthly, in or towards payment pro rata Parties of any other sum due but unpaid relating to such Facility under the those Finance Documents.; and (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) to (vi) above. (c) Paragraphs Paragraph (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then that are due and payable on the day of such payment by an Obligor the Borrower under those Finance Documentsthis Agreement, the Agent shall shall, apply that payment towards the obligations of that Obligor the Borrower under those Finance Documents this Agreement in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all costs any unpaid fees (including, without limitation, Commitment Fees and expenses incurred by or on behalf other fees) and expenses, costs, and indemnities of the Agent, Agent and the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery Senior Lenders (other than Gross-up Amounts) due and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agentpayable; (ii) secondly, in or towards payment pro rata of all amounts of interest (including capitalised interest, Default Interest, Linkage Differentials in respect of interest and any unpaid fees, costs Gross Up amount) due and expenses of payable under the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents; (iii) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party amounts, if any, of principal and Linkage Differentials in relation thereof due and payable under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrowerthis Agreement; (iv) fourthly, in or towards payment pro rata of all accrued interestany Cancellation Fees, costs, fees Breakage Costs and expenses Prepayment Fees due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal other amounts due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.. Final-January 2nd, 2011 (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Senior Lenders, vary the order set out in sub-paragraphs (a)(iiiii) to (viv) of Clause 11.6(a) above. (c) Paragraphs (aClauses 11.6(a) and (b) above will shall override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrowers under those the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Borrowers under those the Finance Documents in the following order:order:- (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all any unpaid, fees, costs and expenses incurred by or on behalf of the Agent, Agents under the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentFinance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest due but unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documentsthis Agreement; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facilitythis Agreement; and (viiv) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject If the Swingline Agent receives a payment insufficient to clause 3.2 (Rolled Loan – restrictions) of discharge all the Intercreditor amounts then due and payable by the Borrowers to the Swingline Banks under this Agreement, the Swingline Agent shall apply that payment towards the obligations of the Borrowers under the Finance Documents in respect of the Swingline Facility in the following order:- (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Swingline Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest on a Swingline Loan due but unpaid under this Agreement; and (iii) thirdly, in or towards payment pro rata of the principal of any Swingline Loan due but unpaid under this Agreement. (c) The relevant Agent shall, if so directed by all the LendersBanks in the case of paragraph (a) above or all the Swingline Banks in the case of paragraph (b) above, vary the order set out in sub-paragraphs (a)(iiia)(ii) to (viiv) above or (b)(ii) and (iii) above, as appropriate. (cd) Paragraphs (a), (b) and (bc) above will override any appropriation made by an Obligorany Borrower.

Partial payments. (a) If the any Transaction Agent receives a payment for application against amounts due or recovers an amount from or in respect of any Obligor under or in connection with any Finance Documents that Document which amount is insufficient to to, or is not applied to, discharge all the amounts then due and payable by an such Obligor under those the Finance Documents and/or (in the case of any receipt or recovery under any Security Document) all the amounts then due and payable by any or all of the Obligors under any or all of the Finance Documents, then (subject, in the case of any receipt or recovery under any Security Document, to the provisions of such Security Document) such amount shall be applied (or, in the case of any receipt or recovery by the Security Agent, the Facility Agent shall instruct the Security Agent to apply that payment such amount) towards the obligations of that such Obligor to the Finance Parties under those the Finance Documents and/or (in the case of any receipt or recovery under any Security Document) any and all amounts then due and payable by any or all of the Obligors to any or all of the Finance Parties under the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all costs and any costs, charges, losses, liabilities and/or expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent and/or any receiver(s) in connection with such the exercise or enforcement of any Transaction Security and/or rights and/or remedies under any Security Document giving rise to the receipt or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agentof such amount; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of any Administrative Party under the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any accrued interest, fee (other than as provided in paragraph (a)(ii) above) or commission due to any or all amounts paid by any Secured Party of the Finance Parties but unpaid under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the BorrowerFinance Documents; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facilitythis Agreement; and (viv) sixthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iii) to (viv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro-rata of all any unpaid fees, costs and expenses incurred by or on behalf (ignoring any fees payable under Clause 13 (Fees)) of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by Mandated Lead Arrangers under the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentFinance Documents; (ii) secondly, in or towards payment pro to the Lenders pro-rata of any unpaid fees, costs and expenses of amount owing to the Lenders under Clause 25.10 (Lenders’ indemnity to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents); (iii) thirdly, in or towards payment pro rata to the Mandated Lead Arrangers of all amounts paid by any Secured Party portion of the arrangement fee payable under Clause 28.10 13 (Lenders’ indemnity to the AgentFees) which is due but which have not been reimbursed by the Borrowerunpaid; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders Agent of any portion of the agency fee payable under the Finance DocumentsClause 13 (Fees) which is due but unpaid; (v) fifthly, in or towards payment pro to the Lenders pro-rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and fees payable under the Term Loan Facility to the extent due and payable to the Lenders; and Clause 13 (BFees) any principal which are due but unpaid under the Revolving Facility; andunpaid; (vi) sixthly, in or towards payment pro to the Lenders pro-rata of any accrued interest and guarantee and fronting fees relating to Letters of Credit and which are due but unpaid but so that any amount payable by virtue of Clause 14 (Tax Gross Up and Indemnities) shall be excluded; (vii) seventhly, in or towards payment to the Lenders pro-rata of any principal including LC Liabilities which is due but unpaid; (viii) eighthly, in or towards payment to the relevant Lenders pro-rata of any amount payable to those Lenders by virtue of Clause 14 (Tax Gross Up and Indemnities) which is unpaid; and (ix) ninthly, in or towards payment pro-rata of any other sum due but unpaid under the Finance Documents. Each reference in sub-paragraphs (a)(i) to (v) above (inclusive) to a category of unpaid sums shall include interest on those sums payable in accordance with this Agreement (including, without limitation, default interest). Accordingly, sub-paragraph (a)(vi) refers to interest on principal and accrued interest on those sums which remain unpaid to the extent due. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(iiia)(v) to (viix) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent any Finance Party receives a payment for application against amounts due or recovers an amount from or in respect of any Obligor under or in connection with any Finance Documents that Document (other than Transaction Security Proceeds in respect of any Security Document) which amount is insufficient (or is not applied) to discharge all the amounts then due and payable by an such Obligor under those the Transaction Finance Documents, then (subject to the provisions of the Security Trust Deed) such amount shall be applied (or, in the case of any receipt or recovery by the Security Agent, the Facility Agent shall instruct the Security Agent to apply that payment such amount) towards the obligations of that such Obligor to the Transaction Finance Parties under those the Transaction Finance Documents in the following order: (i) firstly, following the delivery in or towards payment pro rata of an Enforcement Noticeany unpaid fees, in payment of all costs and expenses of the Transaction Agents and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of (A) any accrued interest, fee or commission due but unpaid under the Finance Documents and (B) any sum (other than any sum payable in respect of termination, unwinding or rescission of any Treasury Transaction or any reimbursement of costs, expenses or Taxes) due to any Swap Counterparty under the Hedging Agreements but unpaid; (iii) thirdly, in or towards payment pro rata of (A) any principal on the Loans (or any part thereof) due but unpaid under the Finance Documents and (B) any sum due but unpaid to any Swap Counterparty under any Hedging Agreement in respect of any termination, unwinding or rescission of any Treasury Transaction under such Hedging Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Transaction Finance Documents. (b) All Transaction Security Proceeds in respect of any Offshore Security Document shall (subject to the provisions of such Offshore Security Document and the Security Trust Deed) be applied towards the Secured Obligations in the following order: (i) first, in or towards payment pro rata of any costs, charges, losses, liabilities and/or expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent and/or any receiver(s) in connection with such the exercise or enforcement of any Transaction Security and/or rights and/or remedies under any Security Document giving rise to the receipt or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common of such Transaction Security Agent, the POA Agent or the Intercreditor AgentProceeds; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent Transaction Agents and the Intercreditor Agent Arranger under those the Finance Documents; (iii) thirdly, in or towards payment pro rata of all amounts paid by (A) any Secured Party accrued interest, fee or commission due but unpaid under Clause 28.10 the Finance Documents and (Lenders’ indemnity B) any sum (other than any sum payable in respect of termination, unwinding or rescission of any Treasury Transaction or any reimbursement of costs, expenses or Taxes) due to any Swap Counterparty under the Agent) Hedging Agreements but which have not been reimbursed by the Borrowerunpaid; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses (A) any principal on the Loans (or any part thereof) due and payable to the Lenders but unpaid under the Finance Documents;Documents and (B) any sum due but unpaid to any Swap Counterparty under any Hedging Agreement in respect of any termination, unwinding or rescission of any Treasury Transaction under such Hedging Agreement; and (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Transaction Documents (including without limitation any sum due but unpaid under any Transaction Warrant Document). (c) All Transaction Security Proceeds in respect of any Onshore Security Document shall (subject to the provisions of such Onshore Security Document and the Security Trust Deed) be applied towards the Secured Onshore Obligations in the following order: (i) first, in or towards payment pro rata of any costs, charges, losses, liabilities and/or expenses incurred by the Security Agent and/or any receiver(s) in connection with the exercise or enforcement of any Transaction Security and/or rights and/or remedies under any Security Document giving rise to the receipt or recovery of such Transaction Security Proceeds; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Transaction Agents and the Arranger under the Finance Documents; (iii) thirdly, in or towards payment pro rata of (A) any accrued interest, fee or commission due but unpaid under the Finance Documents and (B) any sum (other than any sum payable in respect of termination, unwinding or rescission of any Treasury Transaction or any reimbursement of costs, expenses or Taxes) due to any Swap Counterparty under the Hedging Agreements but unpaid; (iv) fourthly, in or towards payment pro rata of (A) any principal on the Loans (or any part thereof) due but unpaid under the Finance Documents and (B) any sum due but unpaid to any Swap Counterparty under any Hedging Agreement in respect of any termination, unwinding or rescission of any Treasury Transaction under such Hedging Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Transaction Finance Documents. (bd) Subject to clause 3.2 (Rolled Loan – restrictions) the provisions of the Intercreditor AgreementSecurity Trust Deed, the Facility Agent shall, if so directed by the LendersMajority Lenders and with the prior written consent of each Swap Counterparty, vary the order set out in paragraphs (a)(iiia)(ii) to (viiv) above, or the order set out in paragraphs (b)(iii) to (v) above or the order set out in paragraphs (c)(iii) to (v) above. (ce) Paragraphs (a) and to (bd) above will override any appropriation made by an ObligorObligor party hereto.

Partial payments. (a) If Subject to the Agent terms of the Intercreditor Agreement, if any Administrative Party receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, then, except to the Agent shall extent otherwise provided in any Finance Document, the Administrative Party must apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and payments made by the Finance Parties or any receiver and all remuneration payable to the Finance Parties or any receiver under or pursuant to the Security Documents including, without limitation, legal expenses, re instatement costs and expenses any costs incurred by or on behalf in recovering possession of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentAssets; (ii) secondlysecond, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Finance Parties to the Common Security Agent, the POA Agent extent not recovered under paragraph (i) above under this Agreement and the Intercreditor Agent under those Finance Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthlythird, in or towards payment pro rata of any other sum accrued but unpaid interest payable to the Finance Parties under this Agreement and the Finance Documents; (iv) fourth, in or towards payment pro rata of any Break Costs of the Lenders due but unpaid and payable to the Finance Parties under this Agreement and the Finance Documents; (v) fifth, in or towards payment pro rata of any principal in respect of this Agreement and the Finance Documents due but unpaid; (vi) sixth, in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Obligors to any of the Finance Parties under the Finance DocumentsDocuments in such order as the Finance Parties shall in their absolute discretion determine; and (vii) seventh, after all amounts payable or which may become payable under the Finance Documents have been paid in full and the Finance Documents have been discharged in payment of the surplus, if any, to the Borrower or other persons entitled thereto. (b) Subject to clause 3.2 (Rolled Loan – restrictions) the terms of the Intercreditor Agreement, the Facility Agent shallmust, if so directed by all the Lenders, vary the order set out in at paragraphs (a)(iiia)(ii) to (via)(vi) above. (c) Paragraphs (a) and (b) above This Clause 12.7 will override any appropriation made by an Obligor.

Partial payments. If: (a) If on any date on which a payment is due to be made by any Borrower under this Agreement, the amount received by the Facility Agent from such Borrower falls short of the total amount of the payment due to be made by such Borrower on such date; or (b) on any date on which the Facility Agent receives a any payment for application against amounts due from the Security Agent or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date then (in respect any such case), without prejudice to any rights or remedies available to the Finance Parties under any of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of that Obligor such Borrower under those Finance Documents this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Borrower: (i) firstly, following the delivery of an Enforcement Noticefirst, in payment or towards payment, on a pro-rata basis, of all any unpaid costs and expenses incurred by or on behalf of the Facility Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentArrangers under this Agreement; (ii) secondly, in or towards payment pro to the Banks, on a pro-rata basis, of any unpaid fees, costs and expenses of amount owing to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Banks under those Finance Documentsclause 20.2; (iii) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the AgentArrangers, on a pro-rata basis, of any portion of the fees payable under clause 7.1(a) but which have not been reimbursed by the Borrowerremains unpaid; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders Facility Agent and the Security Agent, on a pro-rata basis, of any portion of the fees payable under the Finance Documentsclause 7.1(b) which remains unpaid; (v) fifthly, in or towards payment pro to the Banks, on a pro-rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) basis, of the Intercreditor Agreement, any principal due and accrued commitment commission payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal clause 7.2 which shall have become due but unpaid under the Revolving Facility; andremains unpaid; (vi) sixthly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued interest, Letter of Credit commission and (in the case of the Issuing Bank) Letter of Credit fronting fees or commission which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 shall be excluded; (vii) seventhly, in or towards payment to the Banks, on a pro-rata basis, of any principal which shall have become due but remains unpaid; (viii) eighthly, in or towards payment to any such Banks, on a pro-rata basis, of any amount payable to any Banks by virtue of clause 8.5 which remains unpaid; and (ix) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shalland, if more than one such sum so directed by the Lendersremains unpaid, vary the order set out on a pro-rata basis). Each reference in paragraphs (a)(iiiclause 8.9(i) to (viix) above(inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4). Accordingly, clause 8.9(vi) shall be construed as referring to interest on principal and accrued interest thereon which remain unpaid to the extent due. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If Subject to the Agent terms of the Intercreditor Agreement, if any Administrative Party receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, then, except to the Agent shall extent otherwise provided in any Finance Document, the Administrative Party must apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and payments made by the Finance Parties or any receiver and all remuneration payable to the Finance Parties or any receiver under or pursuant to the Security Documents including, without limitation, legal expenses, re-instatement costs and expenses any costs incurred by or on behalf in recovering possession of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentAssets; (ii) secondlysecond, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Finance Parties to the Common Security Agent, the POA Agent extent not recovered under paragraph (i) above under this Agreement and the Intercreditor Agent under those Finance Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthlythird, in or towards payment pro rata of any other sum accrued but unpaid interest payable to the Finance Parties under this Agreement and the Finance Documents; (iv) fourth, in or towards payment pro rata of any Break Costs of the Lenders due but unpaid and payable to the Finance Parties under this Agreement and the Finance Documents; (v) fifth, in or towards payment pro rata of any principal in respect of this Agreement and the Finance Documents due but unpaid; (vi) sixth, in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Obligors to any of the Finance Parties under the Finance DocumentsDocuments in such order as the Finance Parties shall in their absolute discretion determine; and (vii) seventh, after all amounts payable or which may become payable under the Finance Documents have been paid in full and the Finance Documents have been discharged in payment of the surplus, if any, to the Parent or other persons entitled thereto. (b) Subject to clause 3.2 (Rolled Loan – restrictions) the terms of the Intercreditor Agreement, the Facility Agent shallmust, if so directed by all the Lenders, vary the order set out in at paragraphs (a)(iiia)(ii) to (via)(vi) above. (c) Paragraphs (a) and (b) above This Clause 12.7 will override any appropriation made by an Obligor.

Partial payments. (a) If Save in the circumstances described in paragraph (c) below, if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Arranger under those the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facilitythis Agreement; and (viiv) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (viiv) above. (c) Paragraphs If after the service of a notice by the Agent under Clause 23.18 (aAcceleration) or pursuant to the provisions of Clause 29.11 (Application of Proceeds by Security Agent) the Agent receives a payment that is insufficient to discharge all the amounts then due and (b) above will override any appropriation made payable by an Obligor or a Bilateral Borrower (other than an Obligor.) under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor or Bilateral Borrower (other than an Obligor), as the case may be, under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (including without limitation provisions of cash cover in respect of contingent liabilities and payments due under the Bilateral Facilities and Hedging Agreements); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, provided that the amount applied by the Agent in respect of the obligations of the Bilateral Borrowers incorporated in the U.S. shall not exceed the aggregate amount received by the Agent from, or in respect of the assets of, the Obligors incorporated in the U.S.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata PRO RATA of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Arrangers under those the Finance Documents; (ii) secondly, in or towards payment of any demand made by a Fronting Bank in respect of a payment made or to be made by it under a Letter of Credit or Bank Guarantee due but unpaid; (iii) thirdly, in or towards payment pro rata PRO RATA of all amounts paid by any Secured Party accrued interest, fee or commission due but unpaid under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrowerthis Agreement; (iv) fourthly, in or towards payment pro rata PRO RATA of all accrued interest, costs, fees and expenses any principal or cash cover due and payable to the Lenders but unpaid under the Finance Documents;this Agreement; and (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthly, in or towards payment pro rata PRO RATA of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iii) to (viv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor. (d) Following the service of a notice in accordance with Clause 25.20 (ACCELERATION) any monies standing to the credit of any account of any Obligor held by any Ancillary Bank as part of the Ancillary Facilities shall be applied by that Ancillary Bank against any amounts then due to it in respect of the Ancillary Facilities and any amounts, after that application, standing to the credit of any account of any Obligor held by any Ancillary Bank shall be immediately paid to the Agent for application in accordance with Clause 32.5 (PARTIAL PAYMENTS).

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by the Company under the Finance Documents or the Facility Agent receives a payment at a time when an Obligor under those Finance DocumentsEvent of Default is continuing, the Facility Agent shall apply that payment towards the obligations of that Obligor the Company under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata and pari passu of all costs any unpaid costs, fees and expenses incurred by or on behalf (including but not limited to reasonable legal fees) of the Facility Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agentany Property Manager; (ii) secondly, in or towards payment pro rata of any due but unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance DocumentsFacility Fee; (iii) thirdly, if the Facility Agent is so directed by the Majority Lenders, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed a Costs Reserve Account to be established by the BorrowerCompany in such amount as the Facility Agent shall determine is necessary to establish a reserve fund in relation to capital expenditure in respect of the Properties, operating expenses of the Company (including Permitted Operating Expenses) and amounts payable in respect of property management and asset management expenses; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses to pay interest due and payable unpaid in respect of the A Loan; (v) fifthly, to repay principal (whether or not due) in respect of the A Loan and any other amounts (other than interest) due but unpaid to the Lenders A Lender under the Finance Documents; (vvi) fifthlysixthly, to pay interest due and unpaid in or towards payment pro rata of:respect of the B Loan; (Avii) subject seventhly, to clause 3.2 repay principal (Rolled Loan – restrictionswhether or not due) in respect of the Intercreditor AgreementB Loan and any other amounts (other than interest) due but unpaid to the B Lender under the Finance Documents; (viii) eighthly, any principal to pay interest due and payable unpaid in respect of the C Loan; (ix) ninthly, to repay principal (whether or not due) in respect of the C Loan and any other amounts (other than interest) due but unpaid to the C Lender under the Term Loan Facility to the extent due and payable to the LendersFinance Documents; and (Bx) any principal due but unpaid under the Revolving Facility; and (vi) sixthlytenthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (vix) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Company.

Partial payments. (a) If Save in the circumstances described in paragraph (c) below, if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Arranger under those the Finance Documents; Table of Contents (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facilitythis Agreement; and (viiv) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (viiv) above. (c) If after the service of a notice by the Agent under Clause 23.17 (Acceleration) or pursuant to the provisions of Clause 29.10 (Application of Proceeds by Security Agent) the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor or a Bilateral Borrower (other than an Obligor) under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor or Bilateral Borrower (other than an Obligor), as the case may be, under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (including without limitation provisions of cash cover in respect of contingent liabilities and payments due under the Bilateral Facilities and Hedging Agreements); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, provided that the amount applied by the Agent in respect of the obligations of the Bilateral Borrowers incorporated in the U.S. shall not exceed the aggregate amount received by the Agent from, or in respect of the assets of, the Obligors incorporated in the U.S. (d) The Agent shall, if so directed by the Majority Creditors, vary the order set out in paragraphs (c)(ii) to (iv) above provided that any such variation shall be subject to the proviso to paragraph (c) of Clause 29.5 (Partial Payments). (e) Paragraphs (a), (b), (c) and (bd) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Senior Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those the Senior Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Common Security Agent, the POA Agent Arrangers and the Intercreditor Security Agent under those the Senior Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement or any Ancillary Document or Fronted Ancillary Document; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal outstandings due but unpaid and payable any amount due but unpaid under the Term Loan Facility to the extent due and payable to the LendersClause 7.4 (Claims under a Letter of Credit) or Clause 7.5 (Indemnities) under this Agreement or any Ancillary Document or Fronted Ancillary Document; and (Biv) any principal due but unpaid under the Revolving Facility; and (vi) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Senior Finance DocumentsDocuments or any Ancillary Document, provided that the Facility Agent shall not make any such payments to any Ancillary Lender or Fronted Ancillary Lender prior to the Acceleration Date or any date on which the Facilities are cancelled under Clause 11.7 (Exit). (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (viiv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs (including Break Costs) and expenses (ignoring any fees payable under clause 13 (Fees)) of the AgentAgents, the Common Security Agent, Agent or the POA Agent and the Intercreditor Agent Mandated Lead Arrangers under those Finance Documents; (ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 37.10 (Lenders’ indemnity to the Facility Agent) including any amount resulting from the indemnity to the Security Agent under clause 37.21(a) (Application of certain clauses to Security Agent); (iii) thirdly, in payment or towards payment, on a pari passu basis, to (i) the Lenders pro rata of all amounts paid by any Secured Party accrued interest, fee or commission due but unpaid under Clause 28.10 those Finance Documents and (Lenders’ indemnity ii) the Hedging Banks pro rata of any sums owing to them under any of those Finance Documents (other than any swap termination sums / closeout payments owing to them under the Agent) but which have not been reimbursed by the BorrowerHedging Contracts); (iv) fourthly, in or towards payment pro rata of all accrued interestpayment, costson a pari passu basis, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata ofto: (A) subject to clause 3.2 (Rolled Loan – restrictions) the Lenders pro rata of the Intercreditor Agreement, any principal which is due and payable but unpaid under the Term Loan Facility to the extent due and payable to the Lendersthose Finance Documents; and (B) the Hedging Banks pro rata of any principal due but unpaid termination sums owing to them under the Revolving FacilityHedging Contracts; and (viv) sixthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) to (vi) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. If: (a) If on any date on which a payment is due to be made by a Obligor under this Agreement, the amount received by the Facility Agent from such Obligor falls short of the total amount of the payment due to be made by such Obligor on such date; or (b) on any date on which the Facility Agent receives a or recovers any payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by from an Obligor or otherwise receives any amount representing proceeds of realisations or other recoveries under those any of the Finance Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date, then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Facility Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of that the relevant Obligor under those Finance Documents this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Obligor: (i) firstly, following the delivery of an Enforcement Noticefirst, in payment or towards payment, on a pro-rata basis, of all any unpaid costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Facility Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentArrangers under this Agreement; (ii) secondly, in or towards payment pro to the Banks, on a pro-rata basis, of any unpaid fees, costs and expenses of amount owing to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Banks under those Finance Documentsclause 20.2; (iii) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the AgentFacility Agent on a pro-rata basis, of any portion of the fees payable under clause 7.1(b) but which have not been reimbursed by the Borrowerremains unpaid; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders Banks, on a pro-rata basis, of any accrued commitment commission payable under the Finance Documentsclause 7.2 which shall have become due but remains unpaid; (v) fifthly, in or towards payment pro to the Banks, on a pro-rata of: basis, of any accrued interest, Letter of Credit commission and (A) subject to clause 3.2 (Rolled Loan – restrictions) in the case of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (BIssuing Bank) any principal Letter of Credit fronting fees or commission which shall have become due but unpaid under the Revolving Facility; andremain unpaid, but so that any amount payable by virtue of clause 8.5 shall be excluded; (vi) sixthly, in or towards payment pro to the Banks, on a pro-rata basis, of any principal which shall have become due but remains unpaid; (vii) seventhly, in or towards payment to any such Banks, on a pro-rata basis, of any amount payable to any Banks by virtue of clause 8.5 which remains unpaid; and (viii) eighthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shalland, if more than one such sum so directed by the Lendersremains unpaid, vary the order set out on a pro-rata basis). Each reference in paragraphs (a)(iiiclause 8.9(i) to (viviii) above(inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4). Accordingly, clause 8.9(v) shall be construed as referring to interest on principal and accrued interest thereon which remain unpaid to the extent due. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents Document that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor POA Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor POA Agent; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Issuing Bank, the Arranging Banks, the Security Agent, the POA Agent and the Intercreditor Disbursement Agent under those Finance Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 28.11 (Lenders’ and Hedge Counterparties’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of of: (A) all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; and (B) all amounts (not being any amount payable as a result of termination or closing out of all or any part of any Hedging Agreement) due and payable to the Hedge Counterparties under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and; (B) any principal due but unpaid under the Revolving FacilityFacility and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit) and Clause 7.3 (Indemnities); and (C) all amounts payable to the Hedge Counterparties as a result of the termination or closing out of all or any part of any Hedging Agreement; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iii) to (vi) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrowers under those the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Borrowers under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all any unpaid, fees, costs and expenses incurred by or on behalf of the Agent, Agents under the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentFinance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest due but unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documentsthis Agreement; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facilitythis Agreement; and (viiv) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject If a Swingline Agent receives a payment insufficient to clause 3.2 (Rolled Loan – restrictions) of discharge all the Intercreditor amounts then due and payable by the Borrowers to the relevant Swingline Lenders under this Agreement, the relevant Swingline Agent shall apply that payment towards the obligations of the Borrowers under the Finance Documents in respect of the relevant Swingline Facility in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the relevant Swingline Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest on a relevant Swingline Loan due but unpaid under this Agreement; and (iii) thirdly, in or towards payment pro rata of the principal of any relevant Swingline Loan due but unpaid under this Agreement. (c) The relevant Agent shall, if so directed by all the LendersLenders in the case of paragraph (a) above or all the relevant Swingline Lenders in the case of paragraph (b) above, vary the order set out in paragraphs subparagraphs (a)(iiia)(ii) to (viiv) above or (b)(ii) and (iii) above, as appropriate. (cd) Paragraphs (a), (b) and (bc) above will override any appropriation made by an Obligorany Borrower.

Partial payments. (a) If Save in the circumstances described in paragraph (c) below, if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Arranger under those the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facilitythis Agreement; and (viiv) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (viiv) above. (c) If after the service of a notice by the Agent under Clause 24.18 (Acceleration) or pursuant to the provisions of Clause 30.10 (Application of Proceeds by Security Agent) the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor or a Bilateral Borrower (other than an Obligor) under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor or Bilateral Borrower (other than an Obligor), as the case may be, under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (including without limitation provisions of cash cover in respect of contingent liabilities and payments due under the Bilateral Facilities and Hedging Agreements); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, provided that the amount applied by the Agent in respect of the obligations of the Bilateral Borrowers incorporated in the U.S. shall not exceed the aggregate amount received by the Agent from, or in respect of the assets of, the Obligors incorporated in the U.S. (d) The Agent shall, if so directed by the Majority Creditors, vary the order set out in paragraphs (c)(ii) to (iv) above provided that any such variation shall be subject to the proviso to paragraph (c) of Clause 30.5 (Partial Payments). (e) Paragraphs (a), (b), (c) and (bd) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent a Finance Party receives a payment for application against amounts due in respect of any Finance Documents pursuant to Clause 19.4 (Equity Cure) that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent that Finance party shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all any unpaid fees, costs and expenses incurred by expenses, losses or on behalf liabilities of the Agent, MLABs under the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentFinance Documents (if any); (ii) secondly, in or towards payment pro rata of any accrued interest, fees or commission due but unpaid fees, costs and expenses of under the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents; (iii) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party principal due but unpaid under the Finance Documents (other than any part of the principal due that is attributable to interest capitalised in accordance with Clause 28.10 8.2 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the BorrowerCapitalisation and payment of interest); (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving FacilityFinance Documents that is attributable to interest capitalised in accordance with Clause 8.2 (Capitalisation and payment of interest); and and (viv) sixthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject In all other circumstances where a Finance Party receives a payment that is insufficient to clause 3.2 discharge all the amounts then due and payable by an Obligor under the Finance Documents, that Finance party shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (Rolled Loan – restrictionsi) first, in or towards payment pro rata of any unpaid fees, costs and expenses, losses or liabilities of the Intercreditor AgreementMLABs under the Finance Documents (if any); (ii) secondly, in or towards payment pro rata of any accrued interest, fees or commission due but unpaid under the Agent shallFinance Documents; (iii) thirdly, if so directed by in or towards payment pro rata of any principal due but unpaid under the LendersFinance Documents that is attributable to interest capitalised in accordance with Clause 8.2 (Capitalisation and payment of interest); (iv) fourthly, vary in or towards payment pro rata of any principal due but unpaid under the order set out Finance Documents (other than any part of the principal due that is attributable to interest capitalised in paragraphs accordance with Clause 8.2 (a)(iiiCapitalisation and payment of interest); and (v) to (vi) abovefifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. If, (aI) If on any date on which a payment is due to be made by the Borrower under this Agreement, the amount received by the Agent from the Borrower falls short of the total amount of the payment due to be made by the Borrower on such date or (ii) on any date on which the Agent receives a any payment for application against amounts due from the Security Agent or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date then (in respect any such case), without prejudice to any rights or remedies available to the Finance Parties under any of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of that Obligor the Borrower under those Finance Documents this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by the Borrower: (ia) firstly, following the delivery of an Enforcement Noticefirst, in payment or towards payment, on a pro-rata basis, of all any unpaid costs and expenses incurred by (ignoring any fees payable under clause 7.1(a) or on behalf (b)) of the Agent, the Common Security Agent, the POA Agent Arranger or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentUnderwriter under this Agreement; (iib) secondly, in or towards payment pro to the Finance Parties, on a pro-rata basis, of any unpaid fees, costs and expenses of amount owing to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Finance Parties under those Finance Documentsclause 16.12; (iiic) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the AgentArranger of any portion of the arrangement fee payable under clause 7.1 (a) but which have not been reimbursed by the Borrowerremains unpaid; (ivd) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders Agent of any portion of the agency fee payable under the Finance Documentsclause 7.1(b) which remains unpaid; (ve) fifthly, in or towards payment pro to the Finance Parties, on a pro-rata of:basis, of any accrued commitment commission payable under clause 7.2 which shall have become due but remains unpaid; (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vif) sixthly, in or towards payment pro to the Finance Parties, on a pro-rata basis, of any accrued interest which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 shall be excluded; (g) seventhly, in or towards payment to the Finance Parties, on a pro-rata basis, of any principal payable to the Finance Parties which shall have become due but remains unpaid; (h) eighthly, in or towards payment to any such Finance Parties, on a pro-rata basis, of any amount payable to any Finance Parties by virtue of clause 8.5 which remains unpaid; and (i) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shalland, if more than one such sum so directed by remains unpaid, on a pro-rata basis). Each reference in clauses 8.9(a) to (e) (inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.2). Accordingly, clause 8.9(f) shall be construed as referring to interest on principal and accrued interest thereon which remains unpaid to the Lenders, vary the extent due. The order of application set out in paragraphs (a)(iiiclauses 8.9(e) to (vi8.9(i) aboveshall be varied by the Agent if the Majority Banks so direct, without any reference to, or consent or approval from, the Borrower. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs (including Break Costs) and expenses (ignoring any fees payable under clause 13 (Fees)) of the AgentAgents, the Common Security Agent, Agent or the POA Agent and the Intercreditor Agent Mandated Lead Arrangers under those Finance Documents; (ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 37.10 (Lenders’ indemnity to the Facility Agent) including any amount resulting from the indemnity to the Security Agent under clause 37.21(a) (Application of certain clauses to Security Agent); (iii) thirdly, in payment or towards payment, on a pari passu basis, to (i) the Lenders pro rata of all amounts paid by any Secured Party accrued interest, fee or commission due but unpaid under Clause 28.10 those Finance Documents and (Lenders’ indemnity ii) the Hedging Banks pro rata of any sums owing to them under any of those Finance Documents (other than any swap termination sums / closeout payments owing to them under the Agent) but which have not been reimbursed by the BorrowerHedging Contracts); (iv) fourthly, in or towards payment pro rata of all accrued interestpayment, costson a pari passu basis, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata ofto: (A) subject to clause 3.2 (Rolled Loan – restrictions) the Lenders pro rata of the Intercreditor Agreement, any principal which is due and payable but unpaid under the Term Loan Facility to the extent due and payable to the Lendersthose Finance Documents; and (B) the Hedging Banks pro rata of any principal due but unpaid termination sums owing to them under the Revolving FacilityHedging Contracts; and (viv) sixthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by all the LendersLenders and the Hedging Banks, vary the order set out in paragraphs (a)(iiii) to (viv) aboveof clause 40.6(a). (c) Paragraphs (aClauses 40.6(a) and (b40.6(b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Administrative Agent or Collateral Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor a Credit Party under those the Finance Documents, the Administrative Agent or Collateral Agent shall apply that payment towards the obligations of that Obligor Credit Party then due and owing under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of the reasonable expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as may have been paid or incurred in, about or incidental to any sale or other realization of Collateral, including reasonable compensation to the Collateral Agent and its agents and counsel, and to the ratable payment of all costs and any other unreimbursed reasonable expenses incurred by or on behalf of for which the Collateral Agent, the Common Security Administrative Agent, the POA Agent Issuing Bank or the Intercreditor Agent in connection with such enforcement any Finance Party is to be reimbursed pursuant to this Agreement or recovery and which have been certifiedany other Finance Document, in writingeach case, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agentthat are then due and payable; (ii) secondlysecond, in or towards payment pro rata of any accrued but unpaid fees, costs interest then due and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent payable under those Finance Documentsthis Agreement; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthlythird, in or towards payment pro rata of all accrued interestbut unpaid Agent's fees, costscommitment fees, letter of credit fees and expenses fronting fees then due and payable to the Administrative Agent, the Issuing Banks and the Revolving Lenders under this Agreement; (iv) fourth, in or towards payment of any principal due and payable but unpaid under this Agreement with respect to the Finance DocumentsSwingline Loans; (v) fifthlyfifth, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable but unpaid under the Term Loan Facility this Agreement with respect to the extent Revolving Loans and any amount due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; andClauses 7.4 (Claims under a Letter of Credit) and 7.5 (Indemnities); (vi) sixthlysixth, in or towards payment pro rata of any other sum due and payable but unpaid under the Finance Documents.; (bvii) Subject to clause 3.2 (Rolled Loan – restrictions) seventh, any excess after payment of the Intercreditor Agreement, foregoing amounts shall be paid to the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) Borrower or any Credit Party as appropriate or to (vi) abovesuch other Person who may be lawfully entitled to receive such excess. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If If, prior to a Waterfall Trigger Event, the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Company under those the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Company under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata and pari passu of any unpaid feescosts, costs fees and expenses of the Facility Agent, the Common Security Agent, the POA Agent and any Property Manager and of any other due but unpaid Facility Fee; and (ii) secondly, payment pro rata: (A) to the Intercreditor Hedge Counterparties of any net amount (not being an amount due as a result of termination or closing out) due but unpaid under the Hedging Agreements; and (B) to the Facility Agent for the relevant Finance Parties of any accrued interest, due but unpaid under those the Finance Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 rata: (Lenders’ indemnity A) to the AgentHedge Counterparties of any net amount (not being payments referred to in paragraph (iv) below) as a result of termination or closing out due but which have not been reimbursed by unpaid under the BorrowerHedging Agreements; and (B) to the Facility Agent for the relevant Finance Parties of any amount of principal due but unpaid under the Finance Documents and any other amounts due but unpaid to the Finance Parties under the Finance Documents (other than those referred to in paragraph (iv) below); (iv) fourthly, in or towards payment pro rata to each Hedge Counterparty of all accrued interest, costs, fees and expenses any payments due and payable to the Lenders but unpaid as a result of termination or closing out under the Finance Documents; (v) fifthly, in or towards payment pro rata Hedging Agreement to which that Hedge Counterparty is a party as a result of: (A) subject to clause 3.2 the occurrence of an Event of Default (Rolled Loan – restrictionsas defined in the Hedging Agreement) of where that Hedge Counterparty is the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the LendersDefaulting Party; and (B) any principal due but unpaid under the Revolving Facilityoccurrence of a Hedge Additional Termination Event following a failure of the Hedge Counterparty to comply with the requirements of the ratings downgrade provisions set out in the Hedging Agreement; and (viv) sixthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, or, if a Waterfall Trigger Event exists, in accordance with Clause 3.3 of the Intercreditor Deed. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiiii) to (viiv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Company. (d) The provisions of paragraph (a) above shall not apply to any Over Collateralised Amount and, in respect of any such Over Collateralised Amount, the Facility Agent shall make the payments referred to in Clause 14.6(c)(ii) (CSA Account).

Partial payments. (a) If Subject to paragraph (b) below, if the Intercreditor Agent at any time receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under those the Senior Finance Documents, the Intercreditor Agent shall apply that determine the entitlement of each Senior Secured Party to the proceeds of such payment towards by notionally applying such payment so received amongst the obligations of that Obligor under those Finance Documents Senior Secured Parties in the following orderorder of priority set out in Clause 3.4(c) (Offshore General Account) of the Accounts Agreement. (b) Notwithstanding any other provision to the contrary in the Senior Finance Documents, all Enforcement Proceeds shall be applied by the Intercreditor Agent as follows: (i) firstlyfirst, following the delivery of an Enforcement Noticeto pay: (A) all fees, in payment of all costs and expenses, including any legal or other costs and expenses incurred by arising from the exercise or on behalf purported exercise of any Remedies or the preservation of rights or Remedies due and payable to the Agents under the Senior Finance Documents; and (B) all unpaid indemnity entitlements of the Agent, Senior Secured Parties under the Senior Finance Documents (including any amounts payable under Clause 25.1 (Currency Indemnity) of the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentTerms Agreement); (ii) secondlysecond, to pay the following amounts in or towards payment pro rata the following order of priority: (A) any unpaid fees, costs and expenses due and payable under the Senior Finance Documents to the Senior Secured Parties (other than to the Agents pursuant to sub-paragraph (i)(A) above and EPRG Premium due and payable by the Borrower to the Covered Lenders pursuant to the terms of the Agent, Covered Lenders Facility Agreement); (B) default interest due and payable on any amounts outstanding under the Common Security Agent, the POA Agent and the Intercreditor Agent under those Senior Finance Documents; (C) each of the following: (1) ordinary interest due and payable on Senior Loans outstanding under the Senior Facilities; and (2) Hedging Costs due and payable, provided that, if PLN is obligated to make any ESC Buyout Payments or the Intercreditor Agent determines that such obligation is reasonably likely to arise, then any Hedging Costs which constitute Subsequent Hedging Obligations shall not be included under this sub-paragraph (ii) and shall only be paid in accordance with sub-paragraph (vi) below; and (D) each of the following: (1) principal due and payable with respect to Senior Loans outstanding under the Senior Facilities; (2) amounts due and payable to JBIC pursuant to the Reimbursement and Subrogation Agreement; and (3) Hedging Termination Sums due and payable, provided that, if PLN is obligated to make any ESC Buyout Payments or the Intercreditor Agent determines that such obligation is reasonably likely to arise, then any Hedging Termination Sums which constitute Subsequent Hedging Obligations shall not be included under this sub-paragraph (ii) and shall only be paid in accordance with sub-paragraph (vi) below; (iii) thirdlythird, to pay any sum due but unpaid under the Senior Finance Documents other than a sum referred to in payment pro rata another sub-paragraph of all amounts paid by any Secured Party under Clause 28.10 this paragraph (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrowerb); (iv) fourthlyfourth, in or towards payment pro rata of all accrued interest, costs, fees to pay any increased costs and expenses any prepayment fee due and payable to the Lenders under the Senior Finance Documents; (v) fifthlyfifth, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, pay any principal EPRG Premium due and payable under by the Term Loan Facility Borrower to the extent Covered Lenders pursuant to the terms of the Covered Lenders Facility Agreement; (vi) sixth, to pay any Subsequent Hedging Obligations due and payable and not otherwise satisfied pursuant to the Lenderssub-paragraph (ii) above; and (Bvii) any principal due but unpaid under last, to pay the Revolving Facility; and surplus (viif any) sixthly, in to the Borrower or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject person entitled to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) to (vi) aboveit. (c) Paragraphs Where funds are insufficient to meet the total amount due and referred to in any sub-paragraph under this Clause 8.8, then, subject to any express requirement in that sub-paragraph to apply funds in a particular order of priority, available funds shall be applied pro rata and on a pari passu basis to meet the amounts due and referred to in that sub-paragraph and no amount may be applied against any amount referred to in any subsequent sub-paragraph. (ad) and (b) above An appropriation made in accordance with this Clause 8.8 will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) 33.5.1 If the Agent receives a payment for application against amounts due in respect of any under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (ia) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses (ignoring any fees payable under clause 11 (Fees)) of the Agent, the Common Security Agent, Agent or the POA Agent and the Intercreditor Agent Arranger under those Finance Documents; (iiib) thirdlysecondly, in or towards payment pro to the Lenders pro-rata of all amounts paid by any Secured Party amount owing to the Lenders under Clause 28.10 clause 30.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by including any amount resulting from the Borrowerindemnity to the Security Agent under clause 30. 19.1 ( Application of certain clauses to Security Agent); (ivc) thirdly, in or towards payment to the Lenders pro-rata of any accrued interest, fee or commission due but unpaid under this Agreement or under any other Finance Documents which are attributable to the Facility; (d) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders pro-rata of any principal which is due but unpaid under those Finance Documents which are attributable to the Finance Documents;Facility; and (ve) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) Lenders pro-rata of any principal accrued interest, fee or commission due but unpaid under the Revolving Facility; andBeta Facility Agreement or under any other Finance Documents which are attributable to the Beta Facility Agreement; (vif) sixthly, in or towards payment pro to the Lenders pro-rata of any principal which is due but unpaid under the Beta Facility Agreement or under any other Finance Documents which are attributable to the Beta Facility Agreement; and (g) seventhly, in or towards payment pro-rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the 33.5.2 The Agent shall, if so directed by all the Lenders, vary the order set out in paragraphs (a)(iiib) to (vig) aboveof clause 33.5.1. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) 3.11.1 If the Investment Agent or the Security Agent receives or recovers a payment for application against amounts due in respect of any Finance Documents Remittance that is insufficient to discharge all the amounts then due and payable by an any Obligor under those Finance the Transaction Documents, the Investment Agent (or, as the case may be, the Security Agent) shall apply that payment towards the obligations of that Obligor under those Finance the Transaction Documents in the following order: (a) if received on or after the first Ististna’ Payment Date but before the Commencement Date: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment pro rata of all any outstanding fees, actual costs and expenses incurred by or on behalf of due to the AgentArranger, the Common Investment Agent and the Security Agent, Agent under the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentTransaction Documents; (ii) secondly, in or towards payment pro rata of any accrued Advance Variable Rental Payments due but unpaid fees, costs and expenses of under the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Transaction Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all any accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal Advance Fixed Rental Payments due but unpaid under the Revolving FacilityTransaction Documents; and (viiv) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Transaction Documents.; or (b) Subject if received on or after the Commencement Date: (i) first, in or towards payment pro rata of any outstanding fees, actual costs and expenses due to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor AgreementArranger, the Investment Agent and the Security Agent under the Transaction Documents; (ii) secondly, in or towards payment pro rata of any accrued Variable Rental Payments due but unpaid under the Transaction Documents; (iii) thirdly, in or towards payment pro rata of any accrued Fixed Rental Payments due but unpaid under the Transaction Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Transaction Documents. 3.11.2 The Investment Agent shall, if so directed by the LendersMajority Participants, vary the order set out in paragraphs (a)(iiiClauses 3.11.1(a) to (vi) aboveor 3.11.1(b). (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. If: (a) If on any date on which a payment is due to be made by any Obligor under this Agreement, the amount received by the Facility Agent from such Obligor falls short of the total amount of the payment due to be made by such Obligor on such date; or (b) on any date on which the Facility Agent receives a or recovers any payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by from an Obligor or otherwise receives any amount representing proceeds of realisations or other recoveries under those any of the Finance Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date, then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Facility Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of that such Obligor under those Finance Documents this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Obligor: (i) firstly, following the delivery of an Enforcement Noticefirst, in payment or towards payment, on a pro-rata basis, of all any unpaid costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Facility Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentArrangers under this Agreement; (ii) secondly, in or towards payment pro to the Banks, on a pro-rata basis, of any unpaid fees, costs and expenses of amount owing to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Banks under those Finance Documentsclause 20.2 (Indemnity from Banks); (iii) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Facility Agent, of any portion of the fees payable under clause 7.1(a) but (Arrangement, underwriting, participation and agency fees) which have not been reimbursed by the Borrowerremains unpaid; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders Facility Agent, on a pro-rata basis, of any portion of the fees payable under the Finance Documentsclause 7.1(b) (Arrangement, underwriting, participation and agency fees) which remains unpaid; (v) fifthly, in or towards payment pro to the Banks, on a pro-rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) basis, of the Intercreditor Agreement, any principal due and accrued commitment commission payable under the Term Loan Facility to the extent due and payable to the Lenders; and clause 7.2 (BCommitment fees) any principal which shall have become due but unpaid under the Revolving Facility; andremains unpaid; (vi) sixthly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued interest, Letter of Credit commission and (in the case of the Issuing Bank) Letter of Credit fronting fees or commission which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 (Grossing-up for Taxes) shall be excluded; (vii) seventhly, in or towards payment to the Banks, on a pro-rata basis, of any principal which shall have become due but remains unpaid; (viii) eighthly,in or towards payment to any such Banks, on a pro-rata basis, of any amount payable to any Banks by virtue of clause 8.5 (Grossing-up for Taxes) which remains unpaid; and (ix) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shalland, if more than one such sum so directed by the Lendersremains unpaid, vary the order set out on a pro-rata basis). Each reference in paragraphs (a)(iiiclause 8.9(i) to (viix) above(inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4 (Interest on unpaid sums)). Accordingly, clause 8.9(vi) shall be construed as referring to interest on principal and accrued interest thereon which remain unpaid to the extent due. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent (in its capacity as such) receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Agent or the Common Security Agent, Arranger or the POA Agent and Ancillary Bank under the Intercreditor Agent under those Finance Documents; (iiiii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthlySECONDLY, in or towards payment pro rata of all accrued interest, costs, fees any amounts due but unpaid under Clauses 12 (Interest and expenses due LC fees) and payable to 23 (Fees) or under Clause 4 of the Lenders under the Finance DocumentsAncillary Facility Letter; (viii) fifthlyTHIRDLY, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under this Agreement or the Revolving Ancillary Facility Letter, any amount due but unpaid under Clause 9 (Borrower's counter-indemnity for LCs) and any amount payable to the Ancillary Bank in reimbursement of any amount paid under any letter of credit or similar instrument issued under the Ancillary Facility; andand -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (viiv) sixthlyFOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by all the LendersBanks and the Ancillary Bank (if any amount is outstanding, actually or contingently, under the Ancillary Facility Letter), vary the order set out in paragraphs (a)(iiia)(ii) to (viiv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) 33.5.1 If the Agent receives a payment for application against amounts due in respect of any under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (ia) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses (ignoring any fees payable under clause 11 (Fees)) of the Agent, the Common Security Agent, Agent or the POA Agent and the Intercreditor Agent Arranger under those Finance Documents; (iiib) thirdlysecondly, in or towards payment pro to the Lenders pro-rata of all amounts paid by any Secured Party amount owing to the Lenders under Clause 28.10 clause 30.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by including any amount resulting from the Borrowerindemnity to the Security Agent under clause 30. 19.1 ( Application of certain clauses to Security Agent); (ivc) thirdly, in or towards payment to the Lenders pro-rata of any accrued interest, fee or commission due but unpaid under this Agreement or under any other Finance Documents which are attributable to the Facility; (d) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders pro-rata of any principal which is due but unpaid under those Finance Documents which are attributable to the Finance Documents;Facility; and (ve) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) Lenders pro-rata of any principal accrued interest, fee or commission due but unpaid under the Revolving Facility; andAlpha Facility Agreement or under any other Finance Documents which are attributable to the Alpha Facility Agreement; (vif) sixthly, in or towards payment pro to the Lenders pro-rata of any principal which is due but unpaid under the Alpha Facility Agreement or under any other Finance Documents which are attributable to the Alpha Facility Agreement; and (g) seventhly, in or towards payment pro-rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the 33.5.2 The Agent shall, if so directed by all the Lenders, vary the order set out in paragraphs (a)(iiib) to (vig) aboveof clause 33.5.1. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. If, (ai) If on any date on which a payment is due to be made by any Borrower under this Agreement, the amount received by the Agent from such Borrower falls short of the total amount of the payment due to be made by such Borrower on such date or (ii) on any date on which the Agent receives a any payment for application against amounts due from the Security Agent or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date then (in respect any such case), without prejudice to any rights or remedies available to the Finance Parties under any of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of that Obligor such Borrower under those Finance Documents this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Borrower: (ia) firstly, following the delivery of an Enforcement Noticefirst, in payment or towards payment, on a pro-rata basis, of all any unpaid costs and expenses incurred by (ignoring any fees payable under clause 7.1(a) or on behalf (b)) of the Agent, the Common Security Agent, the POA Arrangers, Documentation Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentUnderwriters under this Agreement; (iib) secondly, in or towards payment pro to the Finance Parties, on a pro-rata basis, of any unpaid fees, costs and expenses of amount owing to the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent Finance Parties under those Finance Documentsclause 17.12; (iiic) thirdly, in or towards payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the AgentArrangers of any portion of the arrangement fee payable under clause 7.1(a) but which have not been reimbursed by the Borrowerremains unpaid; (ivd) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders Agent of any portion of the agency fee payable under the Finance Documentsclause 7.1(b) which remains unpaid; (ve) fifthly, in or towards payment pro to the Finance Parties, on a pro-rata of:basis, of any accrued commitment commission payable under clause 7.2 which shall have become due but remains unpaid; (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vif) sixthly, in or towards payment pro to the Finance Parties, on a pro-rata basis, of any accrued interest, letter of credit commission or Fronting Bank fees which shall have become due but remain unpaid but so that any amount payable by virtue of clause 8.5 shall be excluded; (g) seventhly, in or towards payment to the Finance Parties, on a pro-rata basis, of any principal payable to the Finance Parties which shall have become due but remains unpaid; (h) eighthly, in or towards payment to any such Finance Parties, on a pro-rata basis, of any amount payable to any Finance Parties by virtue of clause 8.5 which remains unpaid; and (i) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shalland, if more than one such sum so directed by remains unpaid, on a pro-rata basis). Each reference in clauses 8.9(a) to (e) (inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.3). Accordingly, clause 8.9(f) shall be construed as referring to interest on principal and accrued interest thereon which remains unpaid to the Lenders, vary the extent due. The order of application set out in paragraphs (a)(iiiclauses 8.9(e) to (vi8.9(i) aboveshall be varied by the Agent if the Majority Banks so direct, without any reference to, or consent or approval from, any Borrower. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the an Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the such Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the Priority Agent, the Common Security Agent, the POA Agent Issuing Bank and the Intercreditor Security Agent under those Finance Documents; (iiiii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthlysecondly, in or towards payment pro rata of all any accrued interest, costs, fees and expenses fee or commission due and payable to but unpaid under those Finance Documents (excluding in respect of the Lenders under the Finance DocumentsSecond Lien Facility); (viii) fifthlythirdly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under those Finance Documents (excluding in respect of the Revolving Second Lien Facility; and); (viiv) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents (excluding in respect of the Second Lien Facility); (v) fifthly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Second Lien Agent under those Finance Documents; (vi) sixthly, in or towards pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents in respect of the Second Lien Facility; (vii) seventhly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents in respect of the Second Lien Facility; and (viii) eighthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents in respect of the Second Lien Facility. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) to (vi) above. (c) Paragraphs Paragraph (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent any Administrative Party receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, then, except to the Agent extent otherwise provided in any Finance Document all the proceeds of the enforcement of the security conferred by the Security Agreements, shall apply that payment be applied by the Administrative Party towards the obligations of that Obligor the Obligors under those the Finance Documents in the following orderas follows: (i) firstly, following the delivery of an Enforcement Noticefirst, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and payments made by the Finance Parties (other than any Swap Bank and the Junior Security Trustee) or any receiver and all remuneration payable to the Finance Parties (other than any Swap Bank and the Junior Security Trustee) or any receiver under or pursuant to the Senior Security Documents or which are incurred in relation to a Total Loss or sale of the affected Vessel, including, without limitation, legal expenses, re-instatement costs and expenses any costs incurred by or on behalf in recovering possession of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor AgentAssets; (ii) secondlysecond, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent Finance Parties (other than any Swap Bank and the Intercreditor Agent Junior Security Trustee) to the extent not recovered under those Finance paragraph (i) above under the this Agreement and the Senior Security Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving Facility; and (vi) sixthlythird, in or towards payment pro rata of any other sum accrued due but unpaid interest payable to the Lenders under the this Agreement and the Senior Security Documents; (iv) fourth, in or towards payment pro rata of any Break Costs payable to the Lenders due but unpaid under the this Agreement and the Senior Security Documents; (v) fifth, in or towards payment pro rata of principal in respect of the Credits and the Senior Security Documents due but unpaid; (vi) sixth, in or towards payment pro rata to the Finance Parties (other than any Swap Bank and the Junior Security Trustee) of any other amounts which are due but unpaid by any of the Obligors to any of the Finance Parties (other than any Swap Bank and the Junior Security Trustee) under the Finance Documents in such order as the Facility Agent shall in its absolute discretion determine; (vii) seventh, in or towards payment or satisfaction of all costs, charges, expenses and liabilities incurred and payments made by the Junior Security Trustee and any Swap Bank or any receiver and all remuneration payable to the Junior Security Trustee and any Swap Bank or any receiver under or pursuant to the Junior Security Documents including, without limitation, legal expenses, re-instatement costs and any costs incurred in recovering possession of the property the subject of the Junior Security Documents; (viii) eighth, in or towards payment pro rata of any unpaid fees, costs and expenses of the Junior Security Trustee and any Swap Bank under the this Agreement, the Junior Security Documents and/or any Swap Agreement; (ix) nineth, in or towards payment pro rata of any Break Costs and/or Swap Debt payable to any Swap Bank due but unpaid under any Swap Agreements or any of them; (x) tenth, in or towards payment pro rata of other sums due to any Swap Bank under any Swap Agreement and the Junior Security Documents in such order as the Junior Security Trustee shall in its absolute discretion determine; and (xi) lastly, the surplus (if any) shall be paid to the Borrower or other relevant Obligor or to any other person entitled to it. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) to (vi) above. (c) Paragraphs (a) and (b) above This Subclause will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Senior Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those the Senior Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Common Security Agent, the POA Agent Arrangers and the Intercreditor Security Agent under those the Senior Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement or any Ancillary Document or Fronted Ancillary Document; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal outstandings due but unpaid and payable any amount due but unpaid under the Term Loan Facility to the extent due and payable to the LendersClause 7.4 (Claims under a Letter of Credit) or Clause 7.5 (Indemnities) under this Agreement or any Ancillary Document or Fronted Ancillary Document; and (Biv) any principal due but unpaid under the Revolving Facility; and (vi) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Senior Finance DocumentsDocuments or any Ancillary Document, provided that the Facility Agent shall not make any such payments to any Ancillary Lender or Fronted Ancillary Lender prior to the Acceleration Date or any date on which the Facilities are cancelled under Clause 11.7 (Exit). (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiia)(ii) to (viiv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) firstly, following the delivery of an Enforcement Notice, in payment of all costs and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Security Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Security Agent; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent Arrangers and the Intercreditor Security Agent under those Finance Documents; (iii) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 36.10 (Lenders’ indemnity to the Agent and the Security Agent) but which have not been reimbursed by the BorrowerCompany; (iv) fourthly, in or towards payment pro rata of of: (A) all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; and (B) all amounts (not being any amount payable as a result of termination or closing out of all or any part of any Hedging Agreement) due and payable to the Hedge Counterparties under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and; (B) any principal due but unpaid under the Revolving Credit Facility; and (C) all amounts payable to the Hedge Counterparties as a result of the termination or closing out of all or any part of any Hedging Agreement; and (vi) sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the The Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(iii) to (vi) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a Lenders receive any payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Company under those the Combined Finance Documents, the Agent Lenders shall apply that the amount of such payment towards the obligations of that Obligor the Company under those the Combined Finance Documents in the following order: (i) firstlyfirst, following if on the delivery date of an Enforcement Noticesuch payment any SHA Debt is outstanding: (A) first in or towards payment of SHA Debt; and (B) secondly, to the extent that the SHA Debt has been discharged in full, in payment of all costs accordance with subparagraphs (ii) and expenses incurred by or on behalf of the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent(iii) below; (ii) secondly, if on the date of such payment a Disproportionate Amount is outstanding: (A) first in or towards payment of the Disproportionate Lender’s participation in any Disproportionate Loans (as selected by the Disproportionate Lender in its sole discretion and notified in writing to the other Lender but only to the extent that such repayment of a Disproportionate Loan would not cause the Disproportionate Lender’s participation in that Loan to be less the participation of the other Lender); and (B) secondly, to the extent that the Disproportionate Amount has been repaid in full in accordance with the order set out in subparagraphs (iii)(A) to (iii)(D) below; and (iii) thirdly, if on the date of such payment a Disproportionate Amount is not outstanding: (A) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Lenders under the Common Security Agent, the POA Agent and the Intercreditor Agent under those Finance Documents; (iiiB) thirdly, in payment pro rata of all amounts paid by any Secured Party under Clause 28.10 (Lenders’ indemnity to the Agent) but which have not been reimbursed by the Borrower; (iv) fourthlysecondly, in or towards payment pro rata of all any accrued interestfees, costs, fees and expenses interest or commission due and payable to the Lenders but unpaid under the Finance Documents; (vC) fifthlythirdly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under the Revolving FacilityFinance Documents; and (viD) sixthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject The Lenders may agree to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, the Agent shall, if so directed by the Lenders, vary the order set out in paragraphs subparagraphs (a)(iiiiii)(A) to (viiii)(D) above. (c) Paragraphs Paragraph (a) and (b) above will override any appropriation made by an Obligorthe Company.