Common use of Waterfall Clause in Contracts

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

Waterfall. (a) Prior Notwithstanding any other provision of this Agreement or any other Loan Document to the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price)contrary, all amounts collected or received by the Available Amount in the relevant Eligible Currency (increased by Administrative Agent or any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis Lender after acceleration of the relevant Exchange Rate) Loans pursuant to Section 8.1 shall be applied, on each Settlement Date to applied by the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in fullAdministrative Agent as follows: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation first, to the Programmepayment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Loan Documents; (ii) to pay the Costs (other than any Servicing Fee) then due and payable second, to the Transaction Administrator and payment of any fees owed to the Purchaser denominated in such Eligible CurrencyAdministrative Agent hereunder or under any other Loan Document; (iii) third, to allocate the payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of each of the Lenders in connection with enforcing its rights under the Loan Documents or towards having otherwise with respect to the Obligations owing to such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible CurrencyLender; (iv) fourth, to pay the Indemnities denominated payment of all of the Obligations consisting of accrued fees and interest (including, without limitation, fees incurred and interest accruing at the then applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a claim for such fees incurred and interest accruing is allowed in such Eligible Currency that were left unpaid by such Originator and/or such Servicerproceeding); (v) to allocate in or towards having such Originator retain an amount equal fifth, to the Minimum Initial Purchase Price payment of the outstanding principal amount of the Obligations (including the payment of any outstanding reimbursement obligations in respect of any LC Disbursement and the obligation to cash collateralize Letter of Credit Exposure), and including Obligations in connection with any Rate Management Transaction between any Loan Party and any Lender (or any Affiliate of any Lender) (to the extent such Eligible CurrencyRate Management Transaction is required or permitted hereunder); (vi) to pay any repurchase price sixth, to the Purchaser pursuant to paragraph 7(a) payment of Clause 7 (Repurchase Option);all other Obligations and other obligations that shall have become due and payable under the Loan Documents or otherwise and not repaid; and (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currencyseventh, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis payment of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs surplus (if any) due by the Purchaser and MBCC denominated in to whomever may be lawfully entitled to receive such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each XXXX has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchasersurplus.

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

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

Waterfall. (a) Prior Subject to the occurrence provisions of a Termination Event and in accordance with Schedule 5 (Purchase Price)this Agreement, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate(other than payments described in Section 2.2(b)) shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer or on behalf of itself and the relevant Originator Loan Parties before the exercise of any rights arising under Article X, or otherwise, shall be applied by the Administrative Agent in each instance in the following order of priority to the extent that the payments or the allocations ranking higher have been made in fullorder: (i) to pay all liabilities then first, in payment of any amounts due and payable on account as and by way of recoverable expenses hereunder; and (ii) second, in payment of any Tax other Obligations due hereunder ratably among the Lenders in proportion to their Pro Rata Share. (b) All payments made by or on behalf of the Loan Parties after the exercise of any rights arising under Article X shall be applied by the Administrative Agent in each instance in the following order: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and VAT due by such Originator other amounts (other than principal and interest but including all reasonable fees, expenses and disbursements of any law firm or Servicer denominated in such Eligible Currency in relation other counsel and amounts payable under Section 4.4) payable to the ProgrammeAdministrative Agent in its capacity as such; (ii) second, to pay payment of that portion of the Costs Obligations constituting fees, indemnities, expenses and other amounts (other than any Servicing Feeprincipal and interest) then due and payable to the Transaction Administrator Lenders (including all reasonable fees, expenses and disbursements of any law firm or other counsel and amounts payable under Section 4.4), ratably among the Purchaser denominated Lenders in such Eligible Currencyproportion to their Pro Rata Share; (iii) third, to allocate payment of that portion of the Obligations constituting accrued and unpaid interest on the Bonds, ratably among the Lenders in or towards having such Servicer retain an amount equal proportion to its Servicing Fee due by the Purchaser in such Eligible Currencytheir Pro Rata Share; (iv) fourth, to pay payment of that portion of the Indemnities denominated Obligations constituting unpaid principal of the Bonds, ratably among the Lenders in such Eligible Currency that were left unpaid by such Originator and/or such Servicer;proportion to their Pro Rata Share; and (v) to allocate in or towards having such Originator retain an amount equal to last, the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease balance, if any, after all of the XXXX Obligations have been indefeasibly paid in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currencyfull, to the extent that all payments Borrower or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due as otherwise required by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each XXXX has been reduced to zero and any credit balance of the Ledgers has been duly paid to the PurchaserLaw.

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

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

Waterfall. (a) Prior to Except as otherwise provided in this Agreement, after the occurrence of a Termination an Event of Default and the exercise of remedies provided for in accordance with Schedule 5 Section 8.01 (Purchase Price), or after the Available Amount Loans have automatically become due and payable in the relevant Eligible Currency (increased case of an Event of Default described in Section 8.01(8) or Section 8.01(9)) or the sale or other disposition of the Collateral through an exercise of rights and remedies hereunder, all amounts received by any Available Amount in any other Eligible Currencythe Administrative Agent for distribution hereunder or under the Loan Documents shall, subject to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis terms of the relevant Exchange Rate) shall Intercreditor Agreement, be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator distributed in the following order of priority and, if to the extent that the payments or the allocations ranking higher have been made in fullLenders, according to each Lender’s pro rata share with respect to each category set forth below: (i) to pay all liabilities then due and payable on account first, toward payment of any Tax expenses, fees and VAT indemnities due by such Originator or Servicer denominated in such Eligible Currency in relation to the ProgrammeAgents hereunder; (ii) to pay the Costs (other than any Servicing Fee) second, toward payment of interest and fees then due hereunder with respect to any Revolving Facility Credit Exposure, ratably among the parties entitled thereto in accordance with the amounts of interest and payable fees then due to the Transaction Administrator and the Purchaser denominated in such Eligible Currencyparties; (iii) third, toward payment of principal of unreimbursed Letter of Credit Disbursements, Swingline Loans, Protective Advances and Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal, unreimbursed Letter of Credit Disbursements, Protective Advances and Overadvances then due to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currencyparties; (iv) fourth, on a pro rata basis, (w) toward payment of other principal then due hereunder with respect to pay any Revolving Facility Credit Exposure, ratably among the Indemnities denominated parties entitled thereto in accordance with the amounts of such Eligible Currency that were left unpaid by principal then due to such Originator and/or parties, (x) toward the payment of any outstanding obligations owed to the Qualified Counterparties under any Designated Hedging Agreements to which the Borrowers or Guarantors are a party in an aggregate amount not to exceed the Designated Hedging Reserve ratably among the parties entitled thereto in accordance with the amounts of obligations under such ServicerDesignated Hedging Agreements then due to such parties and (y) toward payment of any outstanding obligations owed to Cash Management Banks under any Designated Cash Management Obligations of the Borrowers or Guarantors are a party in an aggregate amount not to exceed the Designated Cash Management Reserve ratably among the parties entitled thereto in accordance with the amounts of such Designated Cash Management Obligations then due to such parties; (v) fifth, if an Event of Default has occurred and is continuing, to allocate cash collateralize Letters of Credit issued for the account of the Borrowers in or towards having such Originator retain an amount equal to accordance with the Minimum Initial Purchase Price in such Eligible Currencyterms of the Letter of Credit Collateralization definition and Section 2.05(13); (vi) sixth, to pay any repurchase price to the Purchaser pursuant to paragraph 7(aother Obligations (excluding Obligations as described in items (2) and (4) of Clause 7 (Repurchase Option)the definition of “Obligations” contained herein) ratably among the parties thereto in accordance with such amounts so owed them; (vii) seventh, to allocate payment of obligations pursuant to Specified Hedge Agreements then due from the Borrowers or Guarantors party to such Specified Hedge Agreements, ratably among the parties entitled thereto in or towards having accordance with the amounts of obligations under such Originator retain an amount equal Specified Hedge Agreements then due to the Decrease of the XXXX in such Eligible Currencyparties; (viii) eighth, to pay any other amount denominated payment of Cash Management Obligations then due from the Borrowers or Guarantors, ratably among the parties entitled thereto in accordance with the amounts of such Eligible Currency Cash Management Obligations then due to the Purchaser that is left unpaidsuch parties; (ix) ninth, to allocate payment of all other Obligations then due and payable, ratably among the parties entitled thereto in or towards having accordance with the amounts of such Originator retain an amount equal Obligations then due to Incremental Initial Purchase Price in such Eligible Currency;parties; and (x) tenth, the remainder shall be returned to cover the Loan Parties. provided that the application of such proceeds at all times will be subject to the application of proceeds provisions contained in the Intercreditor Agreement; provided, further that the Administrative Agent shall have no obligation to calculate the amount in such Eligible Currency of any Shortfall Designated Cash Management Obligation and may request a reasonably detailed calculation thereof from the applicable Cash Management Bank. If the Cash Management Bank fails to deliver the calculation within five (other than a Shortfall in such Eligible Currency); and (xi5) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price)Business Days following request, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover Administrative Agent may assume the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each XXXX has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaseris zero.

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

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

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

Waterfall. After the exercise of remedies provided for in Section 8.02 (a) Prior or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall, subject to the occurrence provisions of a Termination Event Sections 2.14 and 2.15, be applied by the Administrative Agent in accordance with Schedule 5 the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (Purchase Priceincluding fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Available Amount Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the relevant Eligible Currency (increased respective amounts described in this clause Fourth held by any Available Amount them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in any other Eligible Currencyfull, to the extent that all payments Borrower or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied, on each Settlement Date to the payments or allocations to be made as otherwise required by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation to the Programme; (ii) to pay the Costs (other than any Servicing Fee) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iii) to allocate in or towards having such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible CurrencyLaw. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each XXXX has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaser.

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

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

Waterfall. (a) Prior Notwithstanding any other provision of this Agreement or any other Loan Document to the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price)contrary, all amounts collected or received by the Available Amount in the relevant Eligible Currency (increased by Administrative Agent or any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis Lender after acceleration of the relevant Exchange Rate) Loans pursuant to Section 8.1 shall be applied, on each Settlement Date to applied by the payments or allocations to be made by each Servicer on behalf of itself and the relevant Originator in the following order of priority to the extent that the payments or the allocations ranking higher have been made in fullAdministrative Agent as follows: (i) to pay all liabilities then due and payable on account of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation first, to the Programmepayment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Loan Documents; (ii) to pay the Costs (other than any Servicing Fee) then due and payable second, to the Transaction Administrator and payment of any fees owed to the Purchaser denominated in such Eligible CurrencyAdministrative Agent hereunder or under any other Loan Document; (iii) third, to allocate the payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of each of the Lenders in connection with enforcing its rights under the Loan Documents or towards having otherwise with respect to the Obligations owing to such Servicer retain an amount equal to its Servicing Fee due by the Purchaser in such Eligible CurrencyLender; (iv) fourth, to pay the Indemnities denominated payment of all of the Obligations consisting of accrued fees and interest (including, without limitation, fees incurred and interest accruing at the then applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a claim for such fees incurred and interest accruing is allowed in such Eligible Currency that were left unpaid by such Originator and/or such Servicerproceeding); (v) to allocate in or towards having such Originator retain an amount equal fifth, to the Minimum Initial Purchase Price payment of the outstanding principal amount of the Obligations (including the payment of any outstanding reimbursement obligations in respect of any LC Disbursement and the obligation to cash collateralize Letter of Credit Exposure), and including Obligations in connection with any Rate Management Transaction between any Loan Party and any Lender (or any Affiliate of any Lender) (to the extent such Eligible CurrencyRate Management Transaction is required or permitted hereunder); (vi) to pay any repurchase price sixth, to the Purchaser pursuant to paragraph 7(a) payment of Clause 7 (Repurchase Option);all other Obligations and other obligations that shall have become due and payable under the Loan Documents or otherwise and not repaid; and (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currencyseventh, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis payment of the relevant Exchange Rate) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: (i) to allocate in or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs surplus (if any) due by the Purchaser and MBCC denominated in to whomever may be lawfully entitled to receive such Eligible Currency; (ii) to pay all liabilities then due and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation surplus. Notwithstanding anything to the Programme; (iii) contrary, Excluded Swap Obligations with respect to pay any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable allocation to Obligations otherwise set forth above in the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each XXXX has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaserwaterfall.

Waterfall. (ai) Prior The Collection Account shall be established at Account Bank. Notwithstanding the foregoing or anything to the occurrence contrary contained herein, so long as no Event of a Termination Event and in accordance with Schedule 5 (Purchase Price)Default then exists, the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate) shall be applied, on each Settlement Date to the payments or allocations to be made by each Servicer on behalf of itself and Borrower shall deposit into the relevant Originator in Collection Account, for the following order Ratable benefit of priority to the extent that Lenders, the payments or the allocations ranking higher have been made in fullfollowing: (iA) payment or reimbursement of Agent and the Lenders for Agent’s and Lenders’ reasonable out-of-pocket costs and expenses incurred pursuant to pay all liabilities then this Agreement or any other Loan Document; (B) an amount each month equal to the interest due under the Loan as required under Section 2.03(a), in respect of the applicable Accrual Period and payable on account any other amounts due Agent and the Lenders under this Agreement and the other Loan Documents, including, without limitation, late payment charges and interest accruing at the Default Rate; and (C) the Leverage Pro Rata Share of any Tax and VAT due by such Originator or Servicer denominated in such Eligible Currency in relation amount that constitutes a principal payment of a Collaterally Assigned Loan (if any), which shall be applied to the Programme;Outstanding Principal Balance. (ii) to pay Upon the Costs (other than any Servicing Fee) then due occurrence and payable during the continuance of an Event of Default, all Collection or Collaterally Assigned Principal Payments received by Borrower, or Servicer on behalf of Borrower, from Fee Owner or otherwise with respect to the Transaction Administrator Mortgaged Property, shall be deposited directly by Borrower or Servicer into the Collection Account. Agent may, in addition to any and all other rights and remedies available to Agent and the Purchaser denominated Lenders, apply any sums then on deposit in the Collection Account to the payment of the Obligations in such Eligible Currency;order as determined in Agent’s sole discretion. (iii) to allocate in In the event Borrower receives a Collaterally Assigned Principal Payment or towards having such Servicer retain an amount equal to its Servicing Fee due by Late Payment/Default Interest Payment on the Purchaser in such Eligible Currency; Collaterally Assigned Loan, then Borrower shall promptly (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by such Originator and/or such Servicer; (v) to allocate in or towards having such Originator retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph 7(a) of Clause 7 (Repurchase Option); (vii) to allocate in or towards having such Originator retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (viii) to pay any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (ix) to allocate in or towards having such Originator retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (x) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xi) to allocate in or towards payment by the Purchaser to such Originator of the Instalment of GDPP in such Eligible Currency. (b) After the occurrence of a Termination Event and in accordance with Schedule 5 any event by not later than the second (Purchase Price), the Available Amount in the relevant Eligible Currency (increased by any Available Amount in any other Eligible Currency, to the extent that all payments or the allocations from such Available Amount have been fully made, converted on the basis of the relevant Exchange Rate2nd) shall be applied on each Settlement Date to the payments or allocations in the following order of priority to the extent that the payments or the allocations ranking higher have been made in full: Business Day after receipt) pay (i) if there is no Collaterally Assigned Loan Event of Default, the Leverage Pro Rata Share of such payment to allocate in Agent, for the Ratable benefit of the Lenders, as a prepayment of the Outstanding Principal Balance or towards having the Backup Servicer retain an amount equal to the Backup Servicing Costs (if any) due by the Purchaser and MBCC denominated in such Eligible Currency; (ii) if there is a Collaterally Assigned Loan Event of Default, one hundred percent (100%) of, such Collaterally Assigned Principal Payment or Late Payment/Default Interest Payment to pay Agent, for the Ratable benefit of the Lenders, to be applied to the Obligations in such order as determined by Agent in its sole discretion. Any such payment made shall be accompanied by all liabilities sums then due under the Note and payable on account of any Tax and VAT due by the Originators or the Servicers denominated in such Eligible Currency in relation to the Programme; (iii) to pay the Costs (other than any Servicing Fee and Backup Servicing Costs) then due and payable to the Transaction Administrator and the Purchaser denominated in such Eligible Currency; (iv) to pay the Indemnities denominated in such Eligible Currency that were left unpaid by the Originators and/or the Servicers; (v) to allocate in or towards having the Originators retain an amount equal to the Minimum Initial Purchase Price in such Eligible Currency; (vi) to pay any repurchase price to the Purchaser pursuant to paragraph (a) of Clause 7 (Repurchase Option); (vii) to cover any other amount denominated in such Eligible Currency due to the Purchaser that is left unpaid; (viii) to allocate in or towards having the Originators retain an amount equal to Incremental Initial Purchase Price in such Eligible Currency; (ix) to allocate in or towards having the Originators retain an amount equal to the Decrease of the XXXX in such Eligible Currency; (x) to allocate in or towards having a Servicer retain an amount equal to the Servicing Fee (including any VAT) due by the Purchaser in such Eligible Currency; (xi) to cover the amount in such Eligible Currency of any Shortfall (other than a Shortfall in such Eligible Currency); and (xii) subject to Clause 5.3(c), to allocate in or towards having the Originators retain an amount equal to the Instalment of GDPP in such Eligible Currency to the extent that the balance of each XXXX has been reduced to zero and any credit balance of the Ledgers has been duly paid to the Purchaserthis Agreement.

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

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

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