Common use of Partial payments Clause in Contracts

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 or the Mandated Lead Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii28.6(a)(ii) to (iv28.6(a)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 the those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Agent under the Finance Documents; (ii) secondlysecond, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreementthose Finance Documents; (iii) thirdly, in or towards payment pro rata of any amounts of principal due but unpaid under this Agreementthose Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 Facility Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 and the Mandated Lead Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (aA) 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 the those Finance Documents, the Facility 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 fees, costs and expenses of the Facility Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (bB) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiA)(ii) to (iv) above. (cC) Paragraphs (aA) and (bB) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 and the Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority LendersLender, vary the order set out in paragraphs (a)(ii) to (iva)(iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent and the Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility 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 fees, costs and expenses of the Agent Facility Agent, the Bookrunners or the Mandated Lead Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, Lenders vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the an Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the that 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 fees, costs and expenses of the Agent Agents under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 Facility Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility 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 fees, costs and expenses of the Agent any Administrative Party under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in (i) above) or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents unless otherwise provided in this Agreement or in the Intercreditor Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses (including legal fees) of the Agent and the Security Trustee under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission fees due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due in respect of the Loan but unpaid under this Agreement; and; (iv) fourthly, in or towards payment pro rata of any other sum due but amount unpaid under in respect of the Finance DocumentsDiscount Premium Amount; (v) fifthly, in release to the Borrower. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of amount owing to the Agent or in the Security Agent (including any Receiver or Delegate) or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the COFACE Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the COFACE 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 fees, costs and expenses of the COFACE Agent, the Security Agent or the Mandated Lead Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due to the Finance Parties but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The COFACE Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If any Finance Party receives or recovers an amount from or in respect of the Agent receives a payment that Company under or in connection with any Finance Document which amount is insufficient to to, or is not applied to, discharge all the amounts then due and payable by an Obligor the Company under the Finance Documents, then the Agent shall apply that payment towards the obligations of that Obligor the Company 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 under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in (ii) above) or commission due but unpaid under this Agreementthe Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Company.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent and the Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the an Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Financing Documents, the such Agent shall apply that payment towards the obligations of that Obligor the Borrower under the Finance Financing Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent Agents and Mandated Lead Arrangers under the Finance Financing Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Financing Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of amount owing to the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs amounts owing to the Agent and expenses of the Security Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iva)(iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent and the Mandated Lead Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Obligors 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 under the Finance Documents; (ii) secondly, in or towards payment of any commitment fee due under Clause 22.3 (Commitment fee) but unpaid; (iii) thirdly, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iiiiv) thirdlyfourthly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (ivv) 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 the those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreementthose Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreementthose Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an any Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that the relevant Obligor 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 Facility Agent and the Mandated Lead Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of amount owing to the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iia)(i) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent, the Security Agent or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal amount due but unpaid under this AgreementClauses 6.3 (Claims under a Letter of Credit) and 6.4 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority LendersBanks, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the any Finance DocumentsDocument, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under the relevant Finance Documents Document in the following order:order:- (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the any Finance DocumentsDocument; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iii) thirdlyTHIRDLY, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthlyFOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the any Finance DocumentsDocument. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under the Finance Documents, the Facility Agent shall must apply that payment towards the obligations of that Obligor the Obligors 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 Administrative Parties, Receivers or their respective Delegates under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, interest or fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shallmust, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 any Administrative Party under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in (i) above) or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, accrued fee (other than as provided in (i) above) or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and; (iv) fourthly, in or towards payment pro rata of any amounts payable by the Borrowers under any Swap Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the an Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an any Obligor under the Finance Documents, the such Agent shall apply that payment towards the obligations of that the relevant Obligor 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 Agents and the Mandated Lead Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Such Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 Facility Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under the Finance Documents, the Facility Agent shall must apply that payment towards the obligations of that Obligor the Obligors 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 Facility Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, interest or fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shallmust, if so directed by all the Majority Lenders, vary the order set out in sub paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above This Clause will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor or BHL under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor and BHL under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent or in the Security Agent (including any Receiver or Delegate) or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documentsthis Agreement, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under the Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent shall, if so directed by all the Majority Lenders, vary the order set out in sub-paragraphs (a)(iia) (ii) to (iv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent and the Trustee (including of any Receiver or Delegate) and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of amount owing to the Agent or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent and the Security Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs amount owing to the Agent and expenses of the Security Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Company under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Company 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 or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Company.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Obligors 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 under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in paragraphs subparagraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) 31.5.1 If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (ia) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent Agent, the Security Trustee (including of any Receiver or Delegate) and the Arranger under the Finance Documents; (iib) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iiic) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (ivd) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) 31.5.2 The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iia) to (ivd) of sub-clause 31.5.1 above. (c) Paragraphs (a) 31.5.3 Sub-clauses 31.5.1 and (b) 31.5.2 above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) 29.5.1 If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) 29.5.2 The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii29.5.1(ii) to (iv29.5.1(iv) above. (c) 29.5.3 Paragraphs (a) 29.5.1 and (b) 29.5.2 above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If Subject to Clauses 7.10 (Partial payments – Euro Swingline Facility) and 9.8 (Partial payments – US Dollar Swingline Facility), if the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of amount owing to the Agent or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrowers under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrowers 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 under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligora Borrower.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 Agent, the Arranger and the Trustee under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal liabilities due in respect of each Letter of Credit but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiii) to (iv) of sub-clause 23.4(a) above. (c) Paragraphs (aSub-clauses 23.4(a) and (b23.4(b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the an Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an any Obligor under the Finance Documents, the such Agent shall apply that payment towards the obligations of that the relevant Obligor 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 Agents and the Mandated Lead Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Such Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an the Obligor under the Finance Fundamental Documents, the Agent shall apply that payment towards the obligations of that the Obligor under the Finance Fundamental Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Fundamental Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Fundamental Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an the Obligor.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility 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 fees, costs and expenses of the Facility Agent or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iva)(iv) 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 the those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance DocumentsAgent; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreementthose Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreementthose Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority all Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor Borrower 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 under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in (i) above) or commission due but unpaid under this Agreementthe Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreementthe Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 and the Security Agent (including of any Receiver or Delegate) and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under the Finance Documentsthis Agreement, the Facility Agent shall must apply that payment towards the obligations of that Obligor the Obligors under the Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance DocumentsAdministrative Parties; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission fees due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; andthe Facilities; (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shallmust, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(iiii) to (iv) of paragraph (a) above. (c) Paragraphs (a) and (b) above This Clause will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent and the Security Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Administrative Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Administrative Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 Administrative Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Administrative Agent shall, if so directed by the Majority all Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that for application against amounts due in respect of any Finance Documents which is insufficient to discharge all the amounts then due and payable by an Obligor a Loan Party under the those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor Loan Party under the those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent under the those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;those Finance Documents; and (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iviii) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligora Loan Party.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility 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 fees, costs and expenses of the Facility Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondlysecond, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iii) thirdlythird, in or towards payment pro rata of any amounts of principal due but unpaid under this Agreement; and (iv) fourthlyfourth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent Agent, the Arrangers and the Issuing Bank under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this AgreementAgreement and any amount due but unpaid under Clauses 7.3 (Claims under a Guarantee) and 7.4 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority LendersBanks, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, . costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreementthose Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreementthose Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor. (d) This Clause shall not affect the right of the Lenders to claim any other amount due to them under the Finance Documents.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility 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 fees, costs and expenses of the Facility Agent the Mandated Lead Arranger or the Security Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iia) (ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdlyTHIRDLY, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthlyFOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor ABB or the Obligors under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Obligors 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 Facility Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an ABB or any 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 the those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents; (ii) secondlysecond, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreementthose Finance Documents; (iii) thirdly, in or towards payment pro rata of any amounts of principal due but unpaid under this Agreementthose Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 or the Mandated Lead Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent or the Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority LendersBanks, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under the Finance Documentsthis Agreement, the Agent shall apply that payment towards the obligations of that Obligor the Obligors under the Finance Documents this Agreement in the following order:order:- (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee interest or commission due but unpaid under this Agreement; (iii) thirdlyTHIRDLY, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthlyFOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) firstfirstly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor the Company under the Finance Documents, the Facility Agent shall must apply that payment towards the obligations of that Obligor the Company 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 Administrative Parties under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, interest or fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.. 15335-01152 PG:2140636.16 33 Table of Contents (b) The Facility Agent shallmust, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above This Subclause will override any appropriation made by an Obligorthe Company.

Partial payments. (a) If the Administrative Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Administrative Agent shall apply that payment towards the obligations Obligations of that Obligor 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 Administrative Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Administrative Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (ai) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (iA) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Agent under the Finance Documents; (iiB) secondly, in or towards payment of any demand made by the Fronting Bank in respect of a payment made or to be made by it under a Letter of Credit; (C) thirdly, in or towards payment pro rata of any accrued interest, fee commission or commission Fronting Bank Fee due but unpaid under this Agreement; (iiiD) thirdlyfourthly, in or towards payment pro rata of any principal Outstandings due but unpaid under this Agreement; and (ivE) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (bii) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iii)(B) to (ivE) above. (ciii) Paragraphs (ai) and (bii) above will override any appropriation made by an Obligor.

Partial payments. (a) 31.6.1 If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (ia) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent Agent, the Security Trustee (including of any Receiver or Delegate) and the Arranger under the Finance Documents; (iib) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iiic) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (ivd) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) 31.6.2 The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iia) to (ivd) of sub-clause 31.6.1 above. (c) Paragraphs (a) 31.6.3 Sub-clauses 31.6.1 and (b) 31.6.2 above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor Borrower 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 under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in (i) above) or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an ObligorBorrower.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor a Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor Borrower 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 or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligora Borrower.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and; (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents; and (v) fifthly, in or towards any periodic payments and any other amounts due but unpaid under any Hedging Agreement. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iia) (ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid unpaid, together with any Breakage Costs (if applicable), under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid unpaid, less any Breakage Gains (if applicable), under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in paragraphs subparagraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall shall, subject to the terms of the Intercreditor Agreement, apply that such payment towards the obligations of that such Obligor 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 and the Security Agent under the Finance Documents; (ii) secondlysecond, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdlythird, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthlyfourth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 Agent, the Security Trustee or the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;; and (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary Lenders reverse the order set out in paragraphs (a)(ii) to and (iviii) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors to the Finance Parties under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor the Obligors under the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the each Agent under the Finance Documents; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iii) thirdlyTHIRDLY, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthlyFOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by all the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) 30.9.1 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 the those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the those Finance Documents in the following order: (ia) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Security Agent under the Finance Documents; (iib) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iiic) thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and (ivd) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) 30.9.2 The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iia) to (ivd) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor a Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor Borrower under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligora Borrower.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent or the Initial Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under the Finance Documentsthis Agreement, the Agent shall apply that payment towards the obligations of that Obligor the Obligors under the Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower 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 and the Arrangers under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) 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 that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent or the Security Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due to the Finance Parties but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent or the Mandated Lead Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs subparagraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 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, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, 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 fees, costs and expenses of the Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.. 93954-4-1-v3.0 -88- 70-40529536