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VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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(b)                                 Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.


(c)                                  If the Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:


(i)                                     the Agent shall notify the Borrower of that Lender’s identity and the Borrower shall on demand refund it to the Agent; and


(ii)                                  the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.


28.5                        Partial payments


(a)                                 If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:


(i)                                     first, in or towards payment pro rata of any unpaid amount owing to any Administrative Party under the Finance Documents;


(ii)                                  secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in paragraph (i) above) or commission due but unpaid under the Finance Documents;


(iii)                               thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and


(iv)                              fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.


(b)                                 The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (a)(iv) above.


(c)                                  Paragraphs (a) and (b) above will override any appropriation made by an Obligor.



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