Common use of Waterfall Clause in Contracts

Waterfall. (a) Prior to the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaser.

Waterfall. (a) Prior So long as no Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all principal and interest payments, shall be apportioned ratably among the occurrence of a Termination Event Lenders (according to their Commitment Percentages thereof) and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments of fees, costs and expenses (other than fees, costs or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rateexpenses that are for Agent’s or any Lender’s separate account) shall be applied, on each Settlement Date apportioned ratably among the Lenders according to the payments or allocations to be made by each Servicer on behalf of itself their Commitment Percentages thereof (it being understood that all costs and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then expenses due and payable on account of owing to Agent and not reimbursed by Lenders, shall first be paid in full before any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation payments are made to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; Lenders). Payments for the purposes of this clause (viiia) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency shall include proceeds of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment Collateral received by the Purchaser to such Originator of the Instalment of GDPP in such Eligible CurrencyAgent. (b) After At any time that a Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied to the occurrence of a Termination Event and in accordance with Schedule 5 Obligations as follows (Purchase Price), the Available Amount it being understood that in the relevant Eligible Currency (increased by event that any Available Amount Lender, as opposed to Agent, receives such payment or proceeds from any source other than Agent, such Lender shall remit such payment or proceeds, as applicable, to Agent for application to the Obligations as provided in any other Eligible Currencythis Agreement): first, to the extent that all payments Obligations consisting of fees, costs and expenses (including attorneys’ fees and expenses) due to, or the allocations from such Available Amount have been fully madeincurred, converted on the basis by Agent in connection with this Agreement or any Other Document and to interest thereon not reimbursed by Lenders until paid in full; second, pro rata to interest due to Lenders upon any of the relevant Exchange RateTerm Loans (other than the November 2018 Bridge Term Loans) shall be applied on each Settlement Date and to the payments or allocations Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Lenders (other than Lenders in respect of the following order of priority November 2018 Bridge Term Loans) in connection with (and to the extent that the payments payable or the allocations ranking higher have been made reimbursable to Lenders under) this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full: (i) ; third, pro rata to allocate in or towards having the Backup Servicer retain an amount equal fees due to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs Lenders (other than Lenders in respect of the November 2018 Bridge Term Loans) in connection with this Agreement or any Servicing Fee Other Document according to their respective Commitment Percentages thereof until paid in full; fourth, pro rata to any other Obligations in respect of the Term Loans (other than the November 2018 Bridge Term Loans); fifth, pro rata to interest due to Lenders upon any of the November 2018 Bridge Term Loans and Backup Servicing Costs) then due and payable to the Transaction Administrator Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Lenders in respect of the Purchaser denominated November 2018 Bridge Term Loans in such Eligible Currency; connection with (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal and to the Minimum Initial Purchase Price extent payable or reimbursable to Lenders under) this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in such Eligible Currency; (vi) full; sixth, pro rata to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency fees due to the Purchaser that is left unpaid;Lenders in respect of the November 2018 Bridge Term Loans in connection with this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; and seventh, pro rata to any other Obligations in respect of the November 2018 Bridge Term Loans. (viiic) If any deficiency shall arise, Loan Parties shall remain liable to allocate Agent and Lenders therefor. If it is determined by an authority of competent jurisdiction that a disposition by Agent did not occur in or towards having a commercially reasonably manner, Agent may obtain a deficiency judgment for the Originators retain an difference between the amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover Obligation and the amount that a commercially reasonable sale would have yielded. Agent will not be considered to have offered to retain the Collateral in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance satisfaction of the Ledgers Obligations unless Agent has been duly paid entered into a written agreement with Loan Party to the Purchaserthat effect.

Waterfall. (a) Prior So long as no Waterfall Event has occurred and is continuing and except as otherwise provided with respect to the occurrence of a Termination Event Defaulting Lenders, all principal and in accordance with Schedule 5 interest payments, shall be apportioned ratably among Lenders (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, according to the extent that their Commitment Percentages thereof) and all payments of fees, costs and expenses (other than fees, costs or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rateexpenses that are for Agent’s or any Lender’s separate account) shall be appliedapportioned ratably among Lenders according to their Commitment Percentages thereof (it being understood that all costs and expenses due and owing to Agent, on each Settlement Date to the payments or allocations to be and all principal and interest of Advances (including Protective Advances) made by each Servicer on behalf Agent and not reimbursed by Lenders, shall first be paid in full before any such payments are made to any of itself and Lenders). Payments for the relevant Originator in the following order purposes of priority to the extent that the payments or the allocations ranking higher have been made in full: this clause (ia) to pay all liabilities then due and payable on account shall include proceeds of any Tax and VAT due Collateral received by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible CurrencyAgent. (b) After At any time that a Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied to the Obligations as follows (it being understood that in the event that any Lender, as opposed to Agent, receives such payment or proceeds from any source other than Agent, such Lender shall remit such payment or proceeds, as applicable to Agent for application to the Obligations as provided in this Agreement): first, to the Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Agent in connection with this Agreement or any Other Document and to the principal and interest of Advances (including Protective Advances and Swingline Loan Advances) made by Agent and not reimbursed by Lenders until paid in full; second, pro rata to interest due to Lenders upon any of the Advances and to the Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Lenders in connection with (and to the extent payable or reimbursable to Lenders under) this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; third, pro rata to fees due to Agent and Lenders in connection with this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; fourth, to the principal of the Swingline Loan Advances made by the Swingline Lender; fifth, (i) pro rata to the principal of the Advances made by each Lender according to their respective Commitment Percentages thereof and (ii) pro rata to Swap Obligations owed to any Affiliate Counterparty (iii) pro rata to any other Bank Product Obligations made by each Bank Product Provider until paid in full, but only to the extent of any Reserves then maintained by Agent with respect to such Bank Product Obligations, and (iv) after an Event of Default pursuant to Section 10.6 or if requested by Agent or Required Lenders after the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible CurrencyEvent of Default, on a pro rata basis, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis furnish to Agent cash collateral in an amount not less than one hundred five (105%) percent of the relevant Exchange Rate) shall aggregate undrawn amount of all Letters of Credit, such cash collateral arrangements to be applied on each Settlement Date in form and substance reasonably satisfactory to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made Agent until paid in full:; and sixth, pro rata to any other Obligations until paid in full. (ic) If any deficiency shall arise, Loan Parties shall remain liable to allocate Agent and Lenders therefor. If it is determined by an authority of competent jurisdiction that a disposition by Agent did not occur in or towards having a commercially reasonably manner, Agent may obtain a deficiency judgment for the Backup Servicer retain an difference between the amount equal to of the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator Obligation and the Purchaser denominated amount that a commercially reasonable sale would have yielded. Agent will not be considered to have offered to retain the Collateral in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease satisfaction of the ▇▇▇▇ in such Eligible Currency; (x) Obligations unless Agent has entered into a written agreement with Loan Party to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchasereffect.

Waterfall. (a) Prior to the occurrence of a Termination an Event and in accordance with Schedule 5 (Purchase Price)of Default, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or received by Administrative Agent under the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) Loan Documents shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) first, to pay all liabilities Obligations in respect of any cost or expense reimbursements, fees or indemnities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; Administrative Agent pursuant to this Agreement, any Loan Document or the Environmental Indemnity Agreement, (ii) second, to pay the Costs (other than any Servicing Fee) interest then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall Lenders (other than a Shortfall Defaulting Lender) in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator respect of the Instalment of GDPP in such Eligible Currency. (b) After Loan calculated at the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price)Contract Rate, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) third, to pay the Costs (other than Obligations in respect of any Servicing Fee and Backup Servicing Costs) cost or expense reimbursements, fees or indemnities then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall Lenders (other than a Shortfall Defaulting Lender) in such Eligible Currency); and respect of the Loan pursuant to this Agreement, any Loan Document or the Environmental Indemnity Agreement, (xiiiv) fourth, subject to Clause 5.3(cSection 2.5(b), to allocate in or towards having principal payments due under the Originators retain an amount equal Loan owing to the Instalment Lenders (other than a Defaulting Lender) and to the Obligations under the Secured Hedge Agreements, (v) fifth, to any reserves, escrows or other impounds required to be maintained pursuant to the Loan Documents, (vi) sixth, to any Acceleration Prepayment Premium then due, (vii) seventh, to the ratable payment of GDPP all other Obligations (other than Obligations owing to a Defaulting Lender); and (viii) eighth, to repay all other Obligations owing to a Defaulting Lender. Upon the occurrence of an Event of Default, all payments shall be applied in such Eligible Currency order as the Administrative Agent shall determine in its sole discretion. Notwithstanding anything herein to the extent that contrary, if at any time following an Event of Default or acceleration of the Obligations or on or after the Maturity Date, the Administrative Agent applies any payments received or the proceeds of any Collateral to principal payments on the Loan, the Administrative Agent shall apply such payments or proceeds pro rata between such principal payments on the Loan and the Obligations under the Secured Hedge Agreements based on the outstanding principal balance of each the Loan and the Obligations under Secured Hedge Agreements. LOAN AGREEMENT – Page 26[Heritage W▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaser.▇]

Waterfall. 10.1 Waterfall on Receivables in EUR (a) Prior to the occurrence of a Termination Event Date and in accordance with Schedule 5 3 Part 1 (Calculation of the Purchase Price), the Available Amount in EUR shall be applied on each Calculation Date by the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted Transaction Administrator on the basis behalf of the relevant Exchange Rate) shall be applied, on each Settlement Date Purchaser to the payments or internal allocations to be made by each Servicer on behalf of itself and the relevant Originator as set out in Clause 11 (Payments) in the following order of priority and if and to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the ProgrammeProgram on Receivables in EUR for such part of those amounts that has not been paid through the Current Account in EUR; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser Charges denominated in such Eligible CurrencyEUR; (iii) to allocate cover the Indemnities denominated in or towards having such Servicer retain an amount equal to its Servicing Fee due EUR that were left unpaid by the Purchaser in such Eligible CurrencyOriginators and/or the Master Servicer; (iv) to pay allocate in or towards payment of the Indemnities denominated MinIPP in such Eligible Currency that were left unpaid by such Originator and/or such ServicerEUR; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible CurrencyDecrease of EUR ▇▇▇▇; (vi) to pay allocate in or towards payment of any repurchase price other amount due to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option)denominated in EUR, if any; (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease payment of the ▇▇▇▇ Incremental Initial Purchase Price in such Eligible CurrencyEUR; (viii) to pay any other amount denominated allocate, on a pari passu and pro rata basis, in such Eligible Currency due to or towards payment of the Purchaser that is left unpaid;EUR Amount of the CAD Shortfall, the GBP Shortfall and the USD Shortfall; and (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible CurrencyEUR. (b) After the occurrence of a Termination Event Date in relation to the Program and not only to an Originator and in accordance with Schedule 5 3 Part 1 (Calculation of the Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) EUR shall be applied on each Settlement Calculation Date by the Transaction Administrator on behalf of the Purchaser to the payments or internal allocations as set out in Clause 11 (Payments) in the following order of priority priority, if and to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to pay the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible CurrencyEUR; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the ProgrammeProgram on the Receivables in EUR for such part of those amounts that have not been paid through the Current Account in EUR; (iii) to pay the Costs denominated in EUR (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible CurrencyCosts (EUR)); (iv) to pay cover the Indemnities denominated in such Eligible Currency EUR that were left unpaid by the Originators and/or and of the ServicersMaster Servicer; (v) to allocate in or towards having payment of the Originators retain an amount equal to the Minimum Initial Purchase Price MinIPP in such Eligible CurrencyEUR; (vi) to pay allocate in or towards payment of any repurchase price other amount due to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option)denominated in EUR, if any; (vii) to cover any other amount denominated allocate in such Eligible Currency due to or towards payment of the Purchaser that is left unpaidIncremental Initial Purchase Price in EUR; (viii) to allocate to the Decrease of EUR ▇▇▇▇; (ix) to cover the payment of the Servicing Costs (EUR) (including any VAT); (x) to allocate, on a pari passu and pro rata basis, in or towards having payment of the EUR Amount of the CAD Shortfall, the GBP Shortfall and the USD Shortfall; and (xi) to allocate in or towards payment of the GDPP in EUR. 10.2 Waterfall on Receivables in CAD (a) Prior to the occurrence of a Termination Date and in accordance with Schedule 3 Part 1 (Calculation of the Purchase Price), the Available Amount in CAD shall be applied on each Calculation Date by the Transaction Administrator on behalf of the Purchaser to the payments or internal allocations as set out in Clause 11 (Payments) in the following order of priority and if and to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then due and payable on account of any Tax and VAT due in relation to the Program on Receivables in CAD for such part of those amounts that has not been paid through the Current Account in CAD; (ii) to pay the Charges denominated in CAD; (iii) to cover the Indemnities denominated in CAD that were left unpaid by the Originators retain an and/or by of the Master Servicer; (iv) to allocate in or towards payment of the MinIPP in CAD; (v) to allocate to the Decrease of CAD ▇▇▇▇; (vi) to allocate in or towards payment of any other amount equal due to the Purchaser denominated in CAD, if any; (vii) to allocate in or towards payment of the Incremental Initial Purchase Price in such Eligible CurrencyCAD; (viii) to allocate, on a pari passu and pro rata basis, in or towards payment of the CAD Amount of the EUR Shortfall, the GBP Shortfall and the USD Shortfall; and (ix) to allocate in or towards having payment of the GDPP in CAD. (b) After the occurrence of a Termination Date in relation to the Program and not only to an Originator and in accordance with Schedule 3 Part 1 (Calculation of the Purchase Price and Loan Amount), the Available Amount in CAD shall be applied on each Calculation Date by the Transaction Administrator on behalf of the Purchaser to the payments or internal allocations as set out in Clause 11 (Payments) in the following order of priority, if and to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay the Backup Servicing Costs denominated in CAD; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due in relation to the Program on the Receivables in CAD for such part of those amounts that have not been paid through the Current Account in CAD; (iii) to pay the Costs denominated in CAD (other than any Servicing Cost (CAD)); (iv) to cover the Indemnities denominated in CAD that were left unpaid by the Originators retain an and/or by the Master Servicer; (v) to allocate in or towards payment of the MinIPP in CAD; (vi) to allocate in or towards payment of any other amount equal due to the Purchaser denominated in CAD, if any; (vii) to allocate in or towards payment of the Incremental Initial Purchase Price in CAD; (viii) to allocate to the Decrease of the CAD ▇▇▇▇ in such Eligible Currency▇; (ix) to cover the payment of the Servicing Costs (CAD) (including any VAT); (x) to allocate allocate, on a pari passu and pro rata basis, in or towards having a Servicer retain an amount equal to payment of the Servicing Fee (including any VAT) due by CAD Amount of the Purchaser in such Eligible Currency;EUR Shortfall, the GBP Shortfall and the USD Shortfall; and (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having payment of the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the PurchaserCAD.

Waterfall. (a) Prior to the occurrence of a Termination an Event and in accordance with Schedule 5 (Purchase Price)of Default, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or received by Agent under the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) Loan Documents shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) first, to pay all liabilities Obligations in respect of any cost or expense reimbursements, fees or indemnities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; Agent pursuant to this Agreement, any Loan Document, (ii) second, to pay the Costs (other than any Servicing Fee) interest then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall Lenders (other than a Shortfall Defaulting Lender) in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator respect of the Instalment of GDPP in such Eligible Currency. (b) After Loan calculated at the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price)Additional Ten Project Interest Rate, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) third, to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) interest then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall Lenders (other than a Shortfall Defaulting Lender) in respect of the Loan calculated at the existing Ten Project Interest Rates, (iv) fourth, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders (other than a Defaulting Lender) pursuant to this Agreement, any Loan Document, (v) fifth, to principal payments due under the Additional Ten Project Loan owing to the Lenders (other than a Defaulting Lender) and to the Obligations under the Secured Hedge Agreements, (vi) sixth, to principal payments due under the Existing Ten Project Loan owing to the Lenders (other than a Defaulting Lender), (vii) seventh, to any reserves, escrows or other impounds required to be maintained pursuant to the Loan Documents, (viii) eighth, to the ratable payment of all other Obligations (other than Obligations owing to a Defaulting Lender); and (ix) ninth, to repay all Obligations owing to a Defaulting Lender. Upon the occurrence of an Event of Default, all payments shall be applied in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate order as the Agent shall determine in or towards having the Originators retain an amount equal its sole discretion. Notwithstanding anything herein to the Instalment contrary, if at any time following an Event of GDPP in Default or acceleration of the Obligations or on or after the Maturity Date, the Agent applies any payments received or the proceeds of any Collateral to principal payments on the Loan, the Agent shall apply such Eligible Currency to payments or proceeds pro rata between such principal payments on the extent that Loan and the balance of each ▇▇▇▇ has been reduced to zero and any credit Obligations under the Secured Hedge Agreements based on the outstanding principal balance of the Ledgers has been duly paid to Loan and the PurchaserObligations under Secured Hedge Agreements.

Waterfall. (a) Prior So long as no Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all principal and interest payments, shall be apportioned ratably among the occurrence of a Termination Event Lenders (according to their Commitment Percentages thereof) and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments of fees, costs and expenses (other than fees, costs or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rateexpenses that are for Agent’s or any Lender’s separate account) shall be appliedapportioned ratably among the Lenders according to their Commitment Percentages thereof (it being understood that all costs and expenses due and owing to Agent, on each Settlement Date to the payments or allocations to be and all principal and interest of Advances (including Protective Advances) made by each Servicer on behalf of itself Agent and the relevant Originator not reimbursed by Lenders, shall first be paid in the following order of priority full before any such payments are made to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; Lenders). Payments for the purposes of this clause (viiia) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency shall include proceeds of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment Collateral received by the Purchaser to such Originator of the Instalment of GDPP in such Eligible CurrencyAgent. (b) After At any time that a Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied to the occurrence of a Termination Event and in accordance with Schedule 5 Obligations as follows (Purchase Price), the Available Amount it being understood that in the relevant Eligible Currency event that any Lender, as opposed to Agent, receives such payment or proceeds from any source other than Agent, such Lender shall remit such payment or proceeds, as applicable, to Agent for application to the Obligations as provided in this Agreement): first, to the Obligations consisting of costs and expenses (increased including attorneys’ fees and expenses) incurred by Agent in connection with this Agreement or any Available Amount Other Document and to the principal and interest of Advances (including Protective Advances and Swingline Loan Advances) made by Agent and not reimbursed by Lenders until paid in full; second, pro rata to interest due to Lenders upon any other Eligible Currencyof the Advances and to the Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Lenders in connection with (and to the extent payable or reimbursable to Lenders under) this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; third, pro rata to fees due to Agent and the Lenders in connection with this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; fourth, to the principal of the Swingline Loan Advances made by the Swingline Lender; fifth, pro rata to the principal of the Advances made by each Lender and to Bank Products Obligations owing to each Lender arising under Hedging Agreements entered into by such Lender, to the extent that all payments such Bank Products Obligations are covered by Reserves, according to their respective Commitment Percentages thereof and, after an Event of Default pursuant to Section 10.6 or if requested by Agent or Required Lenders after the allocations from such Available Amount have been fully madeoccurrence of any other Event of Default, converted on the basis a pro rata basis, to furnish to Agent cash collateral in an amount not less than one hundred five (105%) percent of the relevant Exchange Rate) shall aggregate undrawn amount of all Letters of Credit, such cash collateral arrangements to be applied on each Settlement Date in form and substance reasonably satisfactory to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made Agent until paid in full: ; sixth, pro rata to any other Obligations, including (iwithout limitation) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs Bank Product Obligations (other than Bank Product Obligations satisfied pursuant to clause fifth above), so long as such Bank Product Obligations are covered by Reserves, until paid in full; and seventh, pro rata to any Servicing Fee Bank Product Obligations that are not covered by Reserves, until paid in full. (c) If any deficiency shall arise, Loan Parties shall remain liable to Agent and Backup Servicing Costs) then due and payable to Lenders therefor. If it is determined by an authority of competent jurisdiction that a disposition by Agent did not occur in a commercially reasonably manner, Agent may obtain a deficiency judgment for the Transaction Administrator difference between the amount of the Obligation and the Purchaser denominated amount that a commercially reasonable sale would have yielded. Agent will not be considered to have offered to retain the Collateral in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease satisfaction of the ▇▇▇▇ in such Eligible Currency; (x) Obligations unless Agent has entered into a written agreement with Loan Party to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchasereffect.

Waterfall. (a) Prior to the occurrence of a Termination an Event and in accordance with Schedule 5 (Purchase Price)of Default, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or received by Administrative Agent under the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) Loan Documents shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) first, to pay all liabilities Obligations in respect of any cost or expense reimbursements, fees or indemnities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; Administrative Agent pursuant to this Agreement, any Loan Document or the Environmental Indemnity Agreement, (ii) second, to pay the Costs (other than any Servicing Fee) interest then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall Lenders (other than a Shortfall Defaulting Lender) in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator respect of the Instalment of GDPP in such Eligible Currency. (b) After Loan calculated at the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price)Contract Rate, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) third, to pay the Costs (other than Obligations in respect of any Servicing Fee and Backup Servicing Costs) cost or expense reimbursements, fees or indemnities then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall Lenders (other than a Shortfall Defaulting Lender) pursuant to this Agreement, any Loan Document or the Environmental Indemnity Agreement, (iv) fourth, to principal payments due under the Loan owing to the Lenders (other than a Defaulting Lender) and to the Obligations under the Secured Hedge Agreements, (v) fifth, to any reserves, escrows or other impounds required to be maintained pursuant to the Loan Documents, (vi) sixth, to the Libor Breakage Amount, if any, then due, and (vii) seventh, to the ratable payment of all other Obligations (other than Obligations owing to a Defaulting Lender); and (viii) eighth, to repay all Obligations owing to a Defaulting Lender. Upon the occurrence of an Event of Default, all payments shall be applied in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate order as the Administrative Agent shall determine in or towards having the Originators retain an amount equal its sole discretion. Notwithstanding anything herein to the Instalment contrary, if at any time following an Event of GDPP in Default or acceleration of the Obligations or on or after the Maturity Date, the Administrative Agent applies any payments received or the proceeds of any Collateral to principal payments on the Loan, the Administrative Agent shall apply such Eligible Currency to payments or proceeds pro rata between such principal payments on the extent that Loan and the balance of each ▇▇▇▇ has been reduced to zero and any credit Obligations under the Secured Hedge Agreements based on the outstanding principal balance of the Ledgers has been duly paid to Loan and the PurchaserObligations under Secured Hedge Agreements.

Waterfall. (a) Prior So long as no Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all principal and interest payments, shall be apportioned ratably among the occurrence of a Termination Event Lenders (according to their Commitment Percentages thereof) and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments of fees, costs and expenses (other than fees, costs or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rateexpenses that are for Agent’s or any Lender’s separate account) shall be appliedapportioned ratably among the Lenders according to their Commitment Percentages thereof (it being understood that all costs and expenses due and owing to Agent, on each Settlement Date to the payments or allocations to be and all principal and interest of Advances (including Protective Advances) made by each Servicer on behalf of itself Agent and the relevant Originator not reimbursed by Lenders, shall first be paid in the following order of priority full before any such payments are made to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; Lenders). Payments for the purposes of this clause (viiia) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency shall include proceeds of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment Collateral received by the Purchaser to such Originator of the Instalment of GDPP in such Eligible CurrencyAgent. (b) After At any time that a Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied to the Obligations as follows (it being understood that in the event that any Lender, as opposed to Agent, receives such payment or proceeds from any source other than Agent, such Lender shall remit such payment or proceeds, as applicable to Agent for application to the Obligations as provided in this Agreement): first, to the Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Agent in connection with this Agreement or any Other Document and to the principal and interest of Advances (including Protective Advances and Swingline Loan Advances) made by Agent and not reimbursed by Lenders until paid in full; second, pro rata to interest due to Lenders upon any of the Advances and to the Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Lenders in connection with (and to the extent payable or reimbursable to Lenders under) this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; third, pro rata to fees due to Agent and the Lenders in connection with this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; fourth, to the principal of the Swingline Loan Advances made by the Swingline Lender; fifth, pro rata to the principal of the Advances made by each Lender according to their respective Commitment Percentages thereof and, after an Event of Default pursuant to Section 10.6 or if requested by Agent or Required Lenders after the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible CurrencyEvent of Default, on a pro rata basis, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis furnish to Agent cash collateral in an amount not less than one hundred five (105%) percent of the relevant Exchange Rate) shall aggregate undrawn amount of all Letters of Credit, such cash collateral arrangements to be applied on each Settlement Date in form and substance reasonably satisfactory to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made Agent until paid in full: (i) ; sixth, pro rata to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs other Obligations (other than Bank Product Obligations) until paid in full; and seventh, pro rata to any Servicing Fee Bank Product Obligations until paid in full. (c) If any deficiency shall arise, Loan Parties shall remain liable to Agent and Backup Servicing Costs) then due and payable to Lenders therefor. If it is determined by an authority of competent jurisdiction that a disposition by Agent did not occur in a commercially reasonably manner, Agent may obtain a deficiency judgment for the Transaction Administrator difference between the amount of the Obligation and the Purchaser denominated amount that a commercially reasonable sale would have yielded. Agent will not be considered to have offered to retain the Collateral in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease satisfaction of the ▇▇▇▇ in such Eligible Currency; (x) Obligations unless Agent has entered into a written agreement with Loan Party to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchasereffect.

Waterfall. (a) Prior to the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser [and MBCC MBCC] denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaser.

Waterfall. (a) Prior So long as no Waterfall Event has occurred and is continuing and except as otherwise provided with respect to the occurrence of a Termination Event Defaulting Lenders, all principal and in accordance with Schedule 5 interest payments, shall be apportioned ratably among Lenders (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, according to the extent that their Commitment Percentages thereof) and all payments of fees, costs and expenses (other than fees, costs or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rateexpenses that are for Agent’s or any Lender’s separate account) shall be appliedapportioned ratably among Lenders according to their Commitment Percentages thereof (it being understood that all costs and expenses due and owing to Agent, on each Settlement Date to the payments or allocations to be and all principal and interest of Advances (including Protective Advances) made by each Servicer on behalf Agent and not reimbursed by Lenders, shall first be paid in full before any such payments are made to any of itself and Lenders). Payments for the relevant Originator in the following order purposes of priority to the extent that the payments or the allocations ranking higher have been made in full: this clause (ia) to pay all liabilities then due and payable on account shall include proceeds of any Tax and VAT due Collateral received by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible CurrencyAgent. (b) After At any time that a Waterfall Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied to the Obligations as follows (it being understood that in the event that any Lender, as opposed to Agent, receives such payment or 134 proceeds from any source other than Agent, such Lender shall remit such payment or proceeds, as applicable to Agent for application to the Obligations as provided in this Agreement): first, to the Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Agent in connection with this Agreement or any Other Document and to the principal and interest of Advances (including Protective Advances and Swingline Loan Advances) made by Agent and not reimbursed by Lenders until paid in full; second, pro rata to interest due to Lenders upon any of the Advances and to the Obligations consisting of costs and expenses (including attorneys’ fees and expenses) incurred by Lenders in connection with (and to the extent payable or reimbursable to Lenders under) this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; third, pro rata to fees due to Agent and Lenders in connection with this Agreement or any Other Document according to their respective Commitment Percentages thereof until paid in full; fourth, to the principal of the Swingline Loan Advances made by the Swingline Lender; fifth, (i) pro rata to the principal of the Advances made by each Lender according to their respective Commitment Percentages thereof and (ii) pro rata to Swap Obligations owed to any Affiliate Counterparty (iii) pro rata to any other Bank Product Obligations made by each Bank Product Provider until paid in full, but only to the extent of any Reserves then maintained by Agent with respect to such Bank Product Obligations, and (iv) after an Event of Default pursuant to Section 10.6 or if requested by Agent or Required Lenders after the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible CurrencyEvent of Default, on a pro rata basis, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis furnish to Agent cash collateral in an amount not less than one hundred five (105%) percent of the relevant Exchange Rate) shall aggregate undrawn amount of all Letters of Credit, such cash collateral arrangements to be applied on each Settlement Date in form and substance reasonably satisfactory to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made Agent until paid in full:; and sixth, pro rata to any other Obligations until paid in full. (ic) If any deficiency shall arise, Loan Parties shall remain liable to allocate Agent and Lenders therefor. If it is determined by an authority of competent jurisdiction that a disposition by Agent did not occur in or towards having a commercially reasonably manner, Agent may obtain a deficiency judgment for the Backup Servicer retain an difference between the amount equal to of the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator Obligation and the Purchaser denominated amount that a commercially reasonable sale would have yielded. Agent will not be considered to have offered to retain the Collateral in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease satisfaction of the ▇▇▇▇ in such Eligible Currency; (x) Obligations unless Agent has entered into a written agreement with Loan Party to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchasereffect.

Waterfall. (a) Prior to the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the ▇▇▇▇ in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each ▇▇▇▇ has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaser.