Common use of Normal order of application Clause in Contracts

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (H) and (Hi) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the any Borrower under Clauses 20, 21 and 22 of this Agreement or by the any Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "“interest" ” shall include any net amount which the any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the BorrowerBorrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document and the Master Agreement shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under the Master Agreement) in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 2019, 20 and 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document)Document or in the Master Agreement; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under the Master Agreement) in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 2019, 20 and 21 and 22 of this Agreement or by the Borrower Borrowers or any Security Party under any corresponding or similar provision in any other Finance Document)Document or in the Master Agreement; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower Borrowers shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) ; SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the AgentLender, by written notice to the Borrower, Borrowers and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; andTHIRDLY: any surplus shall be paid to the Borrowers or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:applied:- (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) below (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17)Documents; and (iii) thirdly, in or towards satisfaction of the Loan; and (iv) fourthly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement (in respect of any Designated Transaction) but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction repayment pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii), (iii), (iv) and (Hiv) (including, but without limitation, all amounts payable by the Borrower under Clauses 2021, 21 22 and 22 23 of this Agreement or by the Borrower or any other Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondlysecond, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents Documents; (iii) third, in or towards satisfaction pro rata of any and all amounts of principal payable to the Lenders under this Agreement; (iv) fourth, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to each Swap Counterparty (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e9(h) (ObligationsInterest and Compensation) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 1718); and (iiiv) thirdlyfifth, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLYSECOND: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the Borrower, the other Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a18.1(a); and (c) THIRD: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it. Notwithstanding the foregoing, no amount received from any Guarantor in respect of its Guaranteed Obligations shall be applied to any Excluded Swap Obligations.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document after service of notice on the Borrowers under Clause 19.2(a) or (b) shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender or the Swap Bank under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hi) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Documentiii); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender or the Swap Bank under the Finance Documents (and, for this purpose, the expression "interest" shall include and any net amount which the Borrower Borrowers shall have become liable to pay or deliver under section 2(e) (Obligationsobligations) of the any Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17)Clause; and (iii) thirdly, in or towards satisfaction pro rata of the Loan Advance and of the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated TransactionTransaction or, or if no such Early Termination Date shall have has occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its opinion (acting reasonably and with due regard to the facts existing at such time) will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(aparagraph (a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under the Master Agreement) in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents (other than the Master Agreement) other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument (other than the Master Agreement)); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (other than under the Master Agreement); and (iii) thirdly, in or towards satisfaction of the Loan; (b) SECONDLY: in or towards satisfaction of any amounts then due and payable under the Master Agreement in the following order and proportions: (i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Swap Bank under the Master Agreement other than those amounts referred to at paragraphs (ii) and (iii); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Swap Bank under the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, Swap Bank calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document and the Master Agreement shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 2019, 20 and 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document)Document or in the Master Agreement; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) ; SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; andTHIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (or any of them) and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 2018, 21 19 and 22 20 of this Agreement or by the Borrower Borrowers or any Security Party under any corresponding or similar provision in any other Finance Document)Document or in the Master Agreement; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower Borrowers shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document and the Master Agreement but which the AgentLender, by written notice to the Borrower, Borrowers and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of this Clause 17.1(a)16.1; and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document)Document or in the Master Agreement; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the any Borrower under Clauses 20, 21 and 22 of this Agreement or by the any Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the BorrowerBorrowers (or any of them), the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the any Borrower under Clauses 20, 21 and 22 of this Agreement or by the any Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "“interest" ” shall include any net amount which the any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the any Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document shall be applied after service of notice on the Borrowers under Clause 18.2 (a) or (b) shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender and/or the Swap Bank under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hi) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Documentiii); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender and/or the Swap Bank under the Finance Documents (and, for this purpose, the expression "interest" interest shall include any net amount which the Borrower Borrowers shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17Clause); and (iii) thirdly, in or towards satisfaction pro rata of the Loan Advances and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its opinion (acting reasonably and with due regard to the facts existing at such time) will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(aparagraph (a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Agent, the Security Trustee, any Receiver and any Delegate under the Finance Documents; (ii) secondly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (iiiii) secondlythirdly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iiiiv) thirdlyfourthly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except If, on any date on which a payment is due to be made by the Borrower under any of the Finance Documents or Master Agreements, the amount received by the Agent from the Borrower falls short of the total amount of the payment due to be made by the Borrower on such date then, without prejudice to any rights or remedies available to the Agent, the Security Trustee and the Lenders under any of the Finance Documents or Master Agreements (as the case may be), the Agent shall apply the amount actually received from the Borrower in or towards discharge of the obligations of the Borrower under the Finance Documents or Master Agreements (as the case may be) in the following order, notwithstanding any Finance Document may otherwise provideappropriation made, any sums which are received or recovered purported to be made, by any Creditor Party under or by virtue of any Finance Document shall be appliedthe Borrower: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro payment, on a pro-rata basis, of all amounts then due any unpaid costs and payable to expenses of the Creditor Parties Agent, the Security Trustee and the Swap Bank under any of the Finance Documents other than those amounts referred to at paragraphs (H) and (Hi) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document)Master Agreements; (iib) secondly, in or towards satisfaction payment, on a pro rata basis, of any fees and all amounts of interest or default interest accrued commissions payable to either the Agent or any of the other Creditor Parties under (other than the Swap Bank) under, or in relation to, the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); andremain unpaid; (iiic) thirdly, in or towards satisfaction payment to the Senior Lenders, on a pro rata basis, of any accrued interest in respect of the Senior Loan and the Swap Exposure (in the case which shall have become due under any of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder)Finance Documents but remains unpaid; (bd) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payablefourthly, in or towards satisfaction payment to the Senior Lenders, on a pro rata basis, of them any principal in accordance with respect of the provisions Senior Loan, which shall have become due but remains unpaid; (e) fifthly, in or towards payment to the Junior Lenders, on a pro rata basis, of Clause 17.1(a)any accrued interest in respect of the Junior Loan which shall have become due under any of the Finance Documents but remains unpaid; (f) sixthly, in or towards payment to the Junior Lenders, on a pro rata basis, of any principal in respect of the Junior Loan, which shall have become due but remains unpaid; (g) seventhly, in or towards payment to the Earnings Account of any amounts so payable pursuant to the terms of this Agreement or the other Finance Documents; (h) eighthly, in or towards payment to the Lenders, on a pro rata basis, for any loss suffered by reason of any such payment in respect of principal not being effected on a Repayment Date relating to the part of the Loan repaid and which amounts are so payable under this Agreement; (i) ninthly, in or towards payment to the Swap Bank of any sums owing to it under the Master Agreement; and (j) finally, in or towards payment to the relevant person of any other sum which shall have become due under any of the Finance Documents but remains unpaid (and, if more than one such sum so remains unpaid, on a pro rata basis).

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents or to Swap Counterparties under Master Agreements other than those amounts referred to at paragraphs (Hii), (iii), (iv) and (Hiv) (including, but without limitation, all amounts payable by the Borrower under Clauses 2021, 21 22 and 22 23 of this Agreement or by the Borrower or any other Security Party under any corresponding or similar provision in any other Finance DocumentDocument or Master Agreement); (ii) secondlysecond, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents or to Swap Counterparties under Master Agreements (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e9(h) (ObligationsInterest and Compensation) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 1718); and (iii) thirdlythird, in or towards satisfaction pro rata of any and all amounts of principal payable to the Loan Lenders under this Agreement and any and all amounts of the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLYSECOND: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the Borrower, the other Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a18.1(a); and (c) THIRD: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it. Notwithstanding the foregoing, no amount received from any Guarantor in respect of its Guaranteed Obligations shall be applied to any Excluded Swap Obligations.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction of all amounts then due and payable to the Agent and the Security Trustee; (ii) second, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties or K-Sure under the Finance Documents other than those amounts referred to at paragraphs (Hiii), (iv), (v) and (Hivi) (including, but without limitation, all amounts payable by the Borrower any Security Party under Clauses 2021, 21 22 and 22 23 of this Agreement or by the Borrower Borrowers or any other Security Party under any corresponding or similar provision in any other Finance Document); (iiiii) secondlythird, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents Documents; (iv) fourth, in or towards satisfaction pro rata of any and all amounts of principal payable to the Lenders under this Agreement; (v) fifth, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to each Swap Counterparty (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower Guarantor shall have become liable to pay or deliver under section 2(e9(h) (ObligationsInterest and Compensation) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 1718); and (iiivi) thirdlysixth, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder);; and (b) SECONDLYSECOND: if an Event of Default or Potential Event of Default has occurredoccurred and is continuing, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the BorrowerBorrowers, the other Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a18.1(a); and (c) THIRD: any surplus shall be paid to the Borrowers or to any other person appearing to be entitled to it. Notwithstanding the foregoing, no amount received from a Swap Guarantor in respect of its Guaranteed Swap Obligations shall be applied to any Excluded Swap Obligations.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunderhereunder with the Borrower being the Defaulting Party); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the either Borrower under Clauses 20, 21 and 22 of this Agreement or by the either Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "interest" shall include any net amount which the either Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document and the Master Agreement but which the Agent, by written notice to the either Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Agent, the Security Trustee, any Receiver and any Delegate under the Finance Documents; (ii) secondly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (iiiii) secondlythirdly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iiiiv) thirdlyfourthly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement (in respect of any Transactions) other than those amounts referred to at paragraphs (Hii) and (Hiiii) below (including, but without limitation, all amounts payable by the Borrower under Clauses 2019, 20 and 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under any of the Finance Documents and the Master Agreement (in respect of any Transactions) (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement (in respect of any Transactions) but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the the. Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document (in the case of the Master Agreement, in respect of any Transaction) but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states that in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a16.1(a), 16.1(b), 16.1(c) and 16.1(d); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hi) (including, but without limitation, all amounts payable by the any Borrower under Clauses 20, 21 and 22 of this Agreement or by the any Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the any Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document after service of notice on the Borrowers under Clause 19.2(a)(i) or (ii) shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and to (Hiv) inclusive below (including, but without limitation, all amounts payable by the any Borrower under Clauses 20, 21 and 22 of this Agreement or by the any Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents Documents; (iii) thirdly, in or towards satisfaction pro rata of each Tranche; (iv) fourthly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Master Agreements (and, for this purpose, the expression "interest" shall include any net amount which the any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 17); and (iiiv) thirdlyfifthly, in or towards satisfaction pro rata of the Loan and the he Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the BorrowerBorrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document after the service of a notice on the Borrower under Clauses 20.2(a)(i) or (ii) shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 2021, 21 22 and 22 23 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 1718); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a18.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Swap Counterparties under any Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 20, 21 and 22 of this Agreement or by the either Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression "interest" shall include any net amount which the either Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the BorrowerBorrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Security Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Bank under or by virtue of any Finance Security Document after the service of notice on the Borrower shall be he applied: (a) : FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Security Documents or the Master Swap Agreement in the following order and proportions: (i) firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Bank under the Finance Security Documents and the Master Swap Agreement (in respect of Designated Transaction) other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document)below; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Bank under the Finance Security Documents and the Master Swap Agreement (in respect of Designated Transaction) (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Swap Agreement (in respect of Designated Transaction) but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 1715); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) ; SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Security Document or the Master Swap Agreement (in respect of Designated Transaction) but which the AgentBank, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its reasonable opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of this Clause 17.1(a15.1(a); andand THIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents (including the Swap Banks under the Master Agreements) other than those amounts referred to at paragraphs (Hii) and (Hiiii) hereof (including, but without limitation, all amounts payable by the Borrower under Clauses 2021, 21 22 and 22 23 of this Agreement or by the Borrower or any other Security Party under any corresponding or similar provision in any other Finance DocumentDocument (other than the Master Agreements)); (ii) secondlysecond, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and to each Swap Bank (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver delver under section 2(e) (Obligations9(h)(Interest and Compensation) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 1718); and; (iii) thirdlythird, in or towards satisfaction pro rata of any principal then due and payable to the Creditor Parties in connection with the Loan and the Swap Exposure of each Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated TransactionTransaction entered into under the Master Agreements (or any of them), or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunderhereunder and pro rata as between them); (b) SECONDLYSECOND: if an Event of Default any surplus shall be paid to the Borrower or Potential Event of Default has occurred, in retention of an amount equal to any other person appearing to be entitled to it. Notwithstanding the foregoing, no amount not then due and payable under received from any Finance Document but which the Agent, by written notice Guarantor in respect of its Guaranteed Secured Liabilities shall be applied to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); andany Excluded Swap Secured Liabilities.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:applied:- (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the either Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a17.1 (a); and (c) THIRDLY: any surplus shall be paid to the Borrower.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Master Agreements other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Secured Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future (such notice to be given within 30 days of the relevant receipt) and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document and the Master Agreement shall be applied: (a) : FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 2019, 20 and 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document)Document or in the Master Agreement; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) ; SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; andTHIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (including for the avoidance of doubt the Master Agreements) in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 2019, 20 and 21 and 22 of this Agreement or by the Borrower Borrowers or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under the Finance Documents (including for the avoidance of doubt the Master Agreements) (and, for this purpose, the expression "interest" shall include any net amount which the Borrower Borrowers shall have become liable to pay or deliver under section 2(e9(h) (ObligationsInterest and Compensation) of the Master Agreement Agreements but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the AgentLender, by written notice to the Borrower, Borrowers and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a)this Clause; and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document and the Master Agreements (including, without limitation, the Master Agreements) shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under the Master Agreements) in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents (other than under the Master Agreements) other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument (other than under the Master Agreements)); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (other than under the Master Agreements); and (iii) thirdly, in or towards satisfaction pro rata of the Loan; (b) SECONDLY: in or towards satisfaction of any amounts then due and payable under the Master Agreements in the following order and proportions: (1) first, in or towards satisfaction pro rata of all amounts then due and payable to each Swap Banks under the Master Agreements other than those amounts referred to at paragraphs (ii) and (iii); (2) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Swap Banks under the Master Agreements (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the each Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 1717.1); and (iii3) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document or the Master Agreements shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Master Agreements other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the any Borrower under Clauses 20, 21 and 22 of this Agreement or by the any Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (andand the Master Agreements(and, for this purpose, the expression "interest" shall include any net amount which the any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the either Master Agreement but shall have failed to pay or deliver to the Swap relevantSwap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document and the Master Agreements but which the Agent, by written notice to the any Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under the Master Agreement) in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 2018, 21 19 and 22 20 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document)Document or in the Master Agreement; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) ; SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; andTHIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document after service of notice on the Borrower under Clause 19.2(a)(i) or (ii) shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Security Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Bank under or by virtue of any Finance Security Document after the service of notice on the Borrower shall be applied: (a) : FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Security Documents or the Master Swap Agreement in the following order and proportions: (i) firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Bank under the Finance Security Documents and the Master Swap Agreement (in respect of Designated Transaction) other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document)below; (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Bank under the Finance Security Documents and the Master Swap Agreement (in respect of Designated Transaction) (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Swap Agreement (in respect of Designated Transaction) but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 1715); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) ; SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Security Document or the Master Swap Agreement (in respect of Designated Transaction) but which the AgentBank, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its reasonable opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of this Clause 17.1(a15.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any interest and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if following the occurrence of an Event of Default or Potential Event of Default has occurredDefault, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the AgentAgent (or in the case of the Master Agreement which the Swap Bank), by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents and the Master Agreement (in respect of any Designated Transactions) other than those amounts referred to at paragraphs (Hii) and (Hiiii) below (including, but without limitation, all amounts payable by the Borrower under Clauses 2019, 20 and 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties Lender under the Finance Documents Document and the Master Agreement (in respect of any Designated Transactions) (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement (in respect of any Designated Transactions) but shall have failed to pay or deliver to the Swap Bank Lender at the time of application or distribution under this Clause 1716); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: (if at the relevant time an Event of Default or Potential Event of Default has occurred, ) in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement (in respect of any Transactions) but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of this Clause 17.1(a)16.1; and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and and, if a sum is payable by the Borrower to the Swap Bank, the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: (if an Event of Default has occurred and is continuing at the time any sums received or Potential Event of Default has occurred, recovered are being applied in accordance with this Clause 17.1) in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under a Master Agreement) in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents (other than a Master Agreement) other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 20, 21 and 22 of this Agreement or by the Borrower Borrowers or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument (other than a Master Agreement)); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (other than under a Master Agreement); and (iii) thirdly, in or towards satisfaction of the Loan; (b) SECONDLY: in or towards satisfaction of any amounts then due and payable under a Master Agreement in the following order and proportions: (i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Swap Bank under a Master Agreement other than those amounts referred to at paragraphs (ii) and (iii); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Swap Bank under a Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the that Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the a Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and aggregate Swap Exposure of the Swap Exposure (in the case of the latter, Bank calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:applied:‑ (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) below (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 21, and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have has become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank Creditor Parties at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Hedging Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder)) on a pro rata basis; (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its reasonable opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreements); (ii) secondlysecond, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and pro rata as regards each Master Agreement) (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) Section 2 (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and, provided, that all interest and default interest payable in respect of that portion of the notional amount of the Transactions then outstanding which exceeds 60 per cent. of the Loan shall be excluded from the operation of this paragraph (ii); (iii) thirdlythird, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Banks then due and payable (and pro rata as regards each Swap Bank), provided, that all Swap Exposure in respect of that portion of the Transactions then outstanding which exceeds 60 per cent. of the Loan shall be excluded from the operation of this paragraph (iii); and (iv) fourth, in or towards satisfaction of all interest (as defined under paragraph (ii) above) in respect of the Transactions which has been excluded pursuant to paragraph (ii) above and the Swap Exposure of the Swap Banks then due and payable which has been excluded pursuant to paragraph (iii) above (and pro rata as regards each Swap Bank); (b) SECONDLY: if an Event of Default or a Potential Event of Default has occurred which is continuing, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the AgentAgent acting in good faith, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a) (and for the avoidance of doubt any application between the Swap Banks shall be in accordance with the provisions of Clause 17.1(a)); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Swap Counterparties under any Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the either Borrower under Clauses 20, 21 and 22 of this Agreement or by the either Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the either Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the BorrowerBorrowers (or any of them), the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document after the service of notice on the Borrower under Clause 19.2(a)(i) or (ii) shall be applied: (a) : FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents or the Master Agreement in the following order and proportions: (ia) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Master Agreement (in respect of Designated Transaction) other than those amounts referred to at paragraphs (Hb) and (Hic) below (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (iib) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (in respect of Designated Transaction) (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement (in respect of Designated Transaction) but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iiic) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) ; SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement (in respect of Designated Transaction) but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; andand THIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 20, 21 21, and 22 of this Agreement or by the Borrower Borrowers or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower Borrowers shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Creditor Party or Swap Bank Counterparty (as the case may be) at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder);; and (b) SECONDLY: if an Event of Default or a Potential Event of Default has occurredshall have occurred and is continuing, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the BorrowerBorrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and which the Borrowers (in the reasonable opinion of the Agent) will not be able to pay when such amounts become due and payable and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a17.l(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii), (iii), (iv) and (Hiv) (including, but without limitation, all amounts payable by the Borrower under Clauses 2021, 21 22 and 22 23 of this Agreement or by the Borrower or any other Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondlysecond, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents Documents; (iii) third, in or towards satisfaction pro rata of any and all amounts of principal payable to the Lenders under this Agreement; (iv) fourth, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to each Swap Counterparty (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 1718); and (iiiv) thirdlyfifth, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLYSECOND: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the Borrower, the other Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a18.1(a); and (c) THIRD: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) 2 (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, ) calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) ; SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, Parties states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; andTHIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) a. FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyi. first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Swap Counterparties under any Master Agreement other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 20, 21 and 22 of this Agreement or by the any Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in any Master Agreement); (ii) . secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression "interest" shall include any net amount which the any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 17); and (iii) . thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) b. SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the BorrowerBorrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a17.1 (a); and (c) THIRDLY: any surplus shall be paid to the Borrower.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and any Master Agreement in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents and the Master Agreements other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any the other Finance DocumentDocuments or in any Master Agreement (and amounts in relation to the Master Agreements shall be applied pro-rata); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and any Master Agreement (and amounts in relation to the Master Agreements shall be applied pro-rata) (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the that Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Term Loan, the Revolving Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document after the occurrence of an Event of Default that is continuing shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by written notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either reasonable opinion, having regard to the enforcement action taken or to be taken by the Agent or the Security Trustee under the Finance Documents, is likely or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii), (iii), (iv) and (Hiv) (including, but without limitation, all amounts payable by the Borrower under Clauses 2021, 21 22 and 22 23 of this Agreement or by the Borrower or any other Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondlysecond, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents Documents; (iii) third, in or towards satisfaction pro rata of any and all amounts of principal payable to the Lenders under this Agreement; (iv) fourth, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to each Swap Counterparty (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank Counterparty at the time of application or distribution under this Clause 1718); and (iiiv) thirdlyfifth, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLYSECOND: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the Borrower, the other Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a18.1(a); and (c) THIRD: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document Document, after service of notice on the Borrowers under Clause 19.2(a)(i) or (ii), shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 20, 21 21, and 22 of this Agreement or by the Borrower Borrowers or any Security Party under any corresponding or similar provision in any other Finance DocumentDocument or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression "“interest" ” shall include any net amount which the Borrower Borrowers shall have become liable to pay or deliver under section 2(e) (Obligations) of the any Master Agreement but shall have failed to pay or deliver to the relevant Creditor Party or Swap Bank Counterparty (as the case may be) at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder);; and (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by written notice to the BorrowerBorrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party the Lender under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties Lender under the Finance Documents (other than under the Master Agreement) other than those amounts referred to at paragraphs (Hii) and to (Hiv) inclusive below (including, but without limitation, all amounts payable by the Borrower under Clauses 2019, 20 and 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of default interest or default and, thereafter, of normal interest payable to the Creditor Parties Lender under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver other than under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17Agreement); and; (iii) thirdly, in or towards satisfaction of the Loan; and (iv) fourthly, in or towards satisfaction pro rata of any and all amounts due and payable to the Loan and Lender then acting under its name, Deutsche Bank AG, as swap bank under the Master Agreement (other than the Swap Exposure referred to at paragraph (v) below); and (v) fifthly, in or towards satisfaction of the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the AgentLender, by written notice to the Borrower, Borrower and the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of this Clause 17.1(a)16; and

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the either Borrower under Clauses 20, 21 and 22 of this Agreement or by the either Borrower or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the either Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if an Event of Default or Potential Event of Default has occurred, in retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by written notice to the either Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and (c) THIRDLY: any surplus shall be paid to the Borrowers or to any other person appearing to be entitled to it.

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: (i) firstlyfirst, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (Hii) and (Hiiii) (including, but without limitation, all amounts payable by the Borrower Borrowers under Clauses 20, 21 and 22 of this Agreement or by the Borrower Borrowers or any Security Party under any corresponding or similar provision in any other Finance Document); (ii) secondly, in or towards satisfaction pro rata of any interest and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the Borrower Borrowers shall have become liable to pay or deliver under section 2(e2(c) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: if following the occurrence of an Event of Default or Potential Event of Default has occurredDefault, in retention of an amount equal to any amount not then due and payable under any Finance Document but which the AgentAgent (or in the case of a Master Agreement, which the relevant Swap Bank), by written notice to the BorrowerBorrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of Clause 17.1(a)this Clause; and