Common use of Order of Application Clause in Contracts

Order of Application. Subject to Clause 14.2 (Prospective liabilities), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 14, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt Documents; (ii) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. Subject to Clause 14.2 15.2 (Prospective liabilities), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement Enforcement of all or any part of the Transaction Security or otherwise paid to the Security Agent for application pursuant to this Clause 15 (for the purposes of this Clause 1415, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 1415 (Application of Proceeds)), in the following order of priority: (a) first, in payment of the following amounts in the following order: (i) in discharging pari passu and pro rata any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under and any Senior Secured Notes Trustee Amounts payable to a Senior Secured Notes Trustee, as the case may be; and then (ii) pari passu and pro rata to each Creditor Representative (to the extent not included in (i) above and excluding any Hedge Counterparty as its own Creditor Representative) of the unpaid fees, costs, expenses and liabilities (and all interest thereon as provided in the relevant Secured Debt Documents) of each such Creditor Representative and any receiver, attorney or agent appointed by such Creditor Representative under any Transaction Security Document or this Agreement (to the extent that such Security has been given in favour of such obligations); (iib) second, pari passu and pro rata, in discharging or towards payment of all costs and expenses incurred by the Super Senior Creditors in connection with the realisation or enforcement of the Transaction Security taken in accordance with the terms of the Transaction Security Documents and this Agreement or any action taken at the request of the Security Agent; (c) third, in or towards payment to: (i) the RCF Agent on its own behalf and on behalf of the RCF Finance Parties on its own behalf and on behalf of the Arrangers under the RCF Facility (or following the RCF Discharge Date, each Creditor Representative(s) in respect of a Credit Facility Agreement on its own behalf and on behalf of the Arrangers and Credit Facility Lenders under that Credit Facility Agreement); and (ii) the Super Senior Hedge Counterparties, for application towards the discharge of: (A) the RCF Agent Liabilities and the RCF Liabilities and related Arranger Liabilities (or following the RCF Discharge Date, the Creditor Representative Liabilities owed to the Creditor Representatives in respect of each Credit Facility Agreement, the Credit Facility Lender Liabilities and the related Arranger Liabilities) in accordance with the terms of the Credit Facility Documents; and (B) the Super Senior Hedging Liabilities, on a pari passu and pro rata basis as between paragraphs (A) and (B) above; (d) fourth, pari passu and pro rata in or towards payment to the Senior Secured Notes Trustee on behalf of the Senior Secured Noteholders and to the relevant Creditor Representative on behalf of the Pari Passu Creditors for application towards any unpaid costs and expenses incurred by or on behalf of any Senior Creditor Secured Noteholders and Pari Passu Creditors in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of the Transaction Security Documents and this Agreement or any action taken at the request of the Security Agent under Clause 6.5 Agent; (Further assurance – Insolvency Event)e) fifth, in or towards payment to: (i) the Senior Secured Notes Trustee on behalf of the Senior Secured Noteholders; (ii) the relevant Creditor Representative on behalf of the Pari Passu Creditors; (iii) in payment or distribution to the Senior Secured Parties Hedge Counterparties, for application towards the discharge in full of of: (A) the Senior Secured Notes Liabilities (in accordance with the terms of the Senior Financing DocumentsSecured Notes Indenture); (ivB) following the Pari Passu Debt (in accordance with the Pari Passu Debt Documents); and (C) the Senior Secured Hedging Liabilities, on a Pari Passu basis as between paragraphs (A), (B) and (C) above; (f) sixth, after the Final Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application surplus (in accordance with the terms of the Junior Financing Documentsif any) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor or other person entitled to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtorit.

Order of Application. Subject 22.22.1 The Security Agent agrees to Clause 14.2 apply the Trust Property and each other beneficiary of the Security Documents agrees to apply all moneys received by it in the exercise of its rights under the Security Documents in accordance with the following respective claims: (Prospective liabilities)a) first, all as to a sum equivalent to the amounts from time payable to time the Security Agent under the Finance Documents (excluding any amounts received or recovered by the Security Agent pursuant to clause 22.12 (Reimbursement and indemnity by Lenders) as extended to the terms Security Agent pursuant to clause 22.20 (Application of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction certain clauses to Security (Agent)), for the purposes of this Clause 14Security Agent absolutely; (b) secondly, as to a sum equivalent to the “Recoveries”aggregate amount then due and owing to the other Finance Parties under the Finance Documents, for those Finance Parties absolutely, and pro-rata to the amounts owing to them under the Finance Documents; (c) shall be thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties have been irrevocably and unconditionally discharged in full, held by the Security Agent on trust a suspense account for payment of any further amounts owing to apply them at the Finance Parties under the Finance Documents and further application in accordance with this clause 22.22.1 as and when any time such amounts later fall due; (d) fourthly, to such other persons (if any) as are legally entitled thereto in priority to the Security Parties; and (e) fifthly, as to the balance (if any), for the Security Parties by or from whom or from whose assets the relevant amounts were paid, received or recovered or other person entitled to them. 22.22.2 The Security Agent and each other beneficiary of the Security Documents shall make each application as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice to any other provision contained in any of the Security Documents) the Security Agent (in its discretion) sees fit, to acting on the extent permitted by applicable law (and subject to instructions of the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Facility Agent), any Receiver other beneficiary of the Security Documents or any Delegate under receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Debt Documents; (ii) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement Security Agent, such other beneficiary of the Transaction Security taken Documents or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of their respective claims against any Borrower or any other person liable. 22.22.3 The Security Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge in respect of the amounts expressed to be due to the other Finance Parties as referred to in this clause 22.22 by paying such amounts to the Facility Agent for distribution in accordance with the terms clause 18.1 (Application of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Eventmoneys); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. Subject The Security Trustee will, upon the enforcement of any of the security constituted by or pursuant to Clause 14.2 any of the Security Documents, and after satisfying claims which at law rank in priority to sums owing under or in respect of any of the Relevant Documents, apply: 8.1.1 all Proceeds from each pool of Allocated Properties and related Security Assets, and any Affected Portion of the Unallocated Properties allocated to the Relevant Beneficiary, and all money derived therefrom in the following order: (Prospective a) first, in or towards payment of all Trustee Costs provided that: i where those Trustee Costs are directly attributable to the enforcement of the Rights over that pool of Allocated Properties, such Proceeds shall be applied in an amount equal to the amount specified in a certificate of the Security Trustee, receiver, attorney or agent; or ii where those Trustee Costs are not attributable in that way but are related to the Relevant Documents or the Security Assets as a whole, such Proceeds shall be applied in an amount in relation to each pool of Allocated Properties equivalent to the Relevant Proportion of all such costs, charges, expenses and liabilities; and (b) secondly, in relation to the Relevant Liabilities of the Chargor to a Beneficiary in respect of which, at the relevant time, that pool of Allocated Properties is allocated, to be applied in payment to the relevant Beneficiary to apply in accordance with the provisions of such Relevant Document; and 8.1.2 all Proceeds from (a) any Allocated Properties to the extent that the Relevant Liabilities of the Relevant Beneficiary have been paid in full or satisfied and (b) from the Unallocated Properties (if any), other than any Affected Portion and all amounts from time to time received or recovered by money derived therefrom in the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security following order: (for the purposes of this Clause 14, the “Recoveries”a) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fitfirst, to the extent permitted by applicable law (and subject to the provisions of this Clause 14)not recovered under paragraph 8.1.1(a) above, in the following order or towards payment pro rata of priority: (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt Documents; (ii) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any DebtorCosts; and (vib) secondly, to the balance, if anyextent not recovered under paragraph 8.1.1(b) above, in or towards payment or distribution pro rata of any Relevant Liabilities owed to the relevant Debtorany Beneficiary.

Order of Application. Subject The Security Trustee shall forthwith apply any sums received pursuant to Clause 14.2 12.14 (Prospective liabilities), all together with such other amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 14, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (it may receive in its discretioncapacity as Security Trustee) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priorityorder: (ia) FIRST, in discharging or towards payment or reimbursement, pro rata, of the Representatives Liabilities and any sums owing to other costs, charges, expenses and liabilities incurred by or on behalf of the Security Trustee or the Facility Agent (includingand any Receiver, attorney or agent appointed pursuant to any legal or other professional advisers’ feesSecurity Document), costs or disbursements and all related taxes incurred thereon by remuneration of the Security Agent), any Trustee or the Facility Agent and every Receiver or any Delegate under the Debt Security Documents; (iib) SECONDLY, in discharging all or towards meeting pro rata the costs and expenses incurred of any indemnity provided by any Senior Creditor Finance Party to the Security Trustee or the Facility Agent (or any Receiver, attorney or agent appointed pursuant to any Security Document), in connection with any realisation or respect of the enforcement of the Transaction Security taken in accordance with the terms of this Agreement security or any action taken at the request of other rights conferred by the Security Agent under Clause 6.5 (Further assurance – Insolvency Event)Documents; (iiic) THIRDLY, in payment or distribution towards meeting pro rata the costs, expenses and all other sums (other than principal and interest) due and payable but unpaid to the Secured Parties for application towards Lenders, any Royalty Holder or the discharge in full Facility Agent under the provisions of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents)any Finance Document; (ivd) following the Senior Discharge DateFOURTHLY, in or towards paying pro rata all other payment or distribution Obligations of the Obligors to the Debtors for payment Lenders, the Royalty Holders or distribution the Facility Agent due and payable but unpaid to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of them hereunder or under any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders)Finance Document; (ve) FIFTHLY, in or towards paying pro rata the amount due to each Lender who is a Hedge Counterparty under any Price Protection Agreement, and the surplus (if none any) after the unconditional and irrevocable payment of all the above amounts in full shall be paid to or to the order of the Debtors is under any further actual relevant Obligor or contingent liability under any Senior Financing Document other person (or Junior Financing Document, in payment or distribution to any person to whom persons) for the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtortime being legally entitled thereto.

Order of Application. Subject to Clause 14.2 (Prospective liabilities)a) All proceeds: (i) from each sale of, all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the other realisation or enforcement of upon, all or any part of the Transaction Security (for the purposes of this Clause 14, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon Collateral by the Security Agent), any Receiver or any Delegate under the Debt Documents; (ii) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of from the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event)Parent Guarantee; (iii) in payment or distribution to from the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents)BULL Guarantee; (iv) following from the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders)BALL Guarantee; (v) if none received pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Agent)); (vi) received pursuant to the Assurance Letter and constituting the Release Fee or FMV Payment proceeds, shall be applied as follows: (A) first, pro rata, to the reimbursable expenses of the Debtors is under any further actual Agent and Security Agent incurred in connection with such sale or contingent liability under any Senior Financing Document or Junior Financing Documentother realisation upon the Collateral, until the same shall have been paid in payment or distribution full; (B) second, pro rata, to the fees and other reimbursable expenses of the Agent and Security Agent then due and payable pursuant to any person of the Finance Documents, until the same shall have been paid in full; (C) third, all reimbursable expenses, if any, of the Lenders then due and payable pursuant to whom any of the Security Agent is obligedFinance Documents, as a matter of lawuntil the same shall have been paid in full; (D) fourth, to pay or distribute the Lenders in priority respect of fees due and payable under Clause 11 (Fees and expenses) and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full; (E) fifth, to the Lenders in an amount equal to the sum of all then due and payable principal amounts of the Secured Obligations and any Debtordue and unpaid interest accrued on the Secured Obligations of the Borrower, pro rata in proportion to the aggregate amounts thereof due to each Lender; (F) sixth, to the Lenders in the amount of any other Secured Obligations of the Borrower then due and payable, pro rata in proportion to the respective amounts thereof owed to each Lender; and (viG) seventh, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in payment or distribution full, to the relevant DebtorBorrower or as otherwise required by applicable law. All amounts allocated pursuant to the foregoing clauses third through sixth to the Lenders as a result of amounts owed to the Lenders under the Finance Documents shall be allocated among, and distributed to, the Lenders pro rata based on their participations within each clause.

Order of Application. (a) Subject to Clause 14.2 (Liabilities of the Senior Parent Debt Issuer), Clause 14.3 (Prospective liabilities) and Clause 14.4 (Treatment of SFA Cash Cover and Senior Lender cash collateral), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 14, the “Recoveries”) shall be held applied by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums owing to the Security Senior Agent (includingin respect of Senior Agent Liabilities), any legal Senior Creditor Representative (in respect of Permitted Senior Financing Agent Liabilities), any Second Lien Agent (in respect of Second Lien Agent Liabilities), any Second Lien Creditor Representative (in respect of Permitted Second Lien Financing Agent Liabilities), any Senior Parent Creditor Representative (in respect of Permitted Parent Financing Agent Liabilities) or other professional advisers’ feesany Senior Notes Trustee Amounts or Senior Parent Notes Trustee Amounts, costs or disbursements and all related taxes incurred thereon by any sums owing to the Security Agent), any Receiver or any Delegate under the Debt Documentson a pro rata and pari passu basis; (ii) in discharging payment of all costs and expenses incurred by any Senior Agent, Primary Creditor or Operating Facility Lender in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 9.6 (Further assurance – Insolvency EventCreditors’ actions); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. (a) Subject to Clause 14.2 the rights of creditors mandatorily preferred by law applying to companies generally and mandatory rules of law on the enforcement of Transaction Security, the proceeds of (Prospective liabilitiesi) any Enforcement Action (including but not limited to any proceeds received from any direct or indirect realisation or sale and/or of any assets being subject to Transaction Security, payments under any Guarantees or proceeds received in connection with bankruptcy or other insolvency proceedings), all or (ii) proceeds following insolvency proceedings, in each cases excluding (A) any amounts received or recovered from time to time the Issuer which are not amounts received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security and related enforcement proceeds and (for the purposes of this Clause 14, the “Recoveries”B) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt Documents; (ii) in discharging all costs and expenses incurred by any Senior Creditor proceeds received in connection with any the realisation or enforcement of the Transaction Security taken in accordance with relating to any Intercompany Debt owed by the terms of this Agreement or any action taken at the request of Issuer shall be paid to and held by the Security Agent under Clause 6.5 as agent for application in the following order of priority (Further assurance – Insolvency Eventthe "Main Waterfall"): (i) first, in or towards payment pro rata of unpaid fees, costs, expenses and indemnities payable by the ICA Group Companies to the Security Agent (or its delegate); (ii) secondly, in or towards payment pro rata of unpaid fees, costs, expenses and indemnities payable by any ICA Group Companies to the Issuing Agent, the SSRCF Agent, the Bonds Agent and any agent representing creditors of any New Debt; (iii) thirdly, towards payment pro rata of accrued interest unpaid under the Super Senior RCF Documents; (iv) fourthly, towards payment pro rata of principal under the Super Senior RCF and any other costs or outstanding amounts under the Super Senior RCF Documents, (v) fifthly, towards payment pro rata of any close out amount and any other outstanding amounts under the Hedging Obligations; (vi) sixthly, towards payment pro rata of accrued interest unpaid under the Senior Debt (interest due on an earlier Interest Payment Date (as defined in the Bonds Terms and Conditions) to be paid before any interest due on a later Interest Payment Date); (vii) seventhly, towards payment pro rata of principal under the Senior Debt; (viii) eighthly, in or towards payment pro rata of any other costs or outstanding amounts unpaid under the Bonds Finance Documents and any New Debt Documents; (ix) ninthly, after the Final Discharge Date, towards payment pro rata of accrued interest unpaid and principal under the Intercompany Debt; and (x) lastly, in payment or distribution of the surplus (if any) to the Secured Parties relevant ICA Group Company or other person entitled to it (provided that any surplus that would otherwise have been paid to the Issuer under this paragraph (a) shall instead be applied by the Security Agent in accordance with the section below (for the avoidance of doubt, this provision shall not apply in case application towards the discharge is to be made in full of the Secured Liabilities (accordance with this Main Waterfall in accordance with the terms of the section below)). (b) Subject to the rights of creditors mandatorily preferred by law applying to companies generally and mandatory rules of law on the enforcement of Transaction Security, the proceeds of (i) any Enforcement Action, or (ii) proceeds following insolvency proceedings, of (A) any amounts received or recovered from the Issuer which are not amounts received or recovered by the Security Agent in connection with the realisation or enforcement of the Transaction Security and related enforcement proceeds and (B) any proceeds received in connection with the realisation or enforcement of the Transaction Security relating to any Intercompany Debt owed by the Issuer, shall be paid to the Security Agent for application in the following order, in each case if and to the extent the relevant obligations and liabilities are owing by the Issuer: (i) first, in or towards payment pro rata of unpaid fees, costs, expenses and indemnities payable by the ICA Group Companies to the Security Agent (or its delegate); (ii) secondly, in or towards payment pro rata of unpaid fees, costs, expenses and indemnities payable by the ICA Group Companies to the Issuing Agent, the SSRCF Agent, the Bonds Agent and any agent representing creditors of any New Debt; (iii) thirdly, towards payment pro rata of accrued interest unpaid under the Super Senior Financing RCF Documents; (iv) fourthly, towards payment pro rata of principal under the Super Senior RCF and any other costs or outstanding amounts under the Super Senior RCF Documents; (v) fifthly, towards payment pro rata of any close out amount and any other outstanding amounts under the Hedging Obligations; (vi) sixthly, towards payment pro rata of accrued interest unpaid under the Senior Debt (interest due on an earlier Interest Payment Date to be paid before any interest due on a later Interest Payment Date); (vii) seventhly, towards payment pro rata of principal under the Senior Debt; (viii) eighthly, in or towards payment pro rata of any other costs or outstanding amounts unpaid under the Bond Finance Documents and any New Debt Documents; (ix) ninthly, towards payment pro rata of Unsecured Convertible Notes Liabilities (to be disbursed in accordance with the applicable Unsecured Convertible Notes Documents); (ivx) following tenthly, towards payment of any Intercompany Debt owing by the Senior Discharge DateIssuer which is subject to Transaction Security; and (xi) lastly, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms Main Waterfall. (c) For the sake of clarity, the waterfall provisions set out in paragraph (a) and (b) above shall apply regardless of any Transaction Security or Guarantee not being (for whatever reason) valid and enforceable in respect of the Junior Financing Documents) towards relevant Secured Party and regardless of any discharge of Secured Obligations, for example, in connection with corporate restructuring proceedings to the effect that respective priority position in waterfall will be provided for the full amount of the respective layer of Secured Obligations as if the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall had not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtortaken place.

Order of Application. Subject to the rights of creditors mandatorily preferred by law applying to companies generally and Clause 14.2 15.2 (Prospective liabilities) and Clause 15.3 (Treatment of RCF Cash Cover and Revolving Facility Cash Collateral), all amounts from time to time received or recovered by the Security Agent Trustee pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 1415, the “Recoveries”) shall be held by the Security Agent Trustee on trust to apply them at any time as the Security Agent Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 1415), in the following order of priority: (a) first, (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent)Trustee, any Receiver or any Delegate under the Debt DocumentsDelegate; (ii) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security payment to each Revolving Agent under Clause 6.5 (Further assurance – Insolvency Event); (iii) in payment or distribution to the Secured Parties on its own behalf for application towards the discharge in full of the Secured Revolving Agent Liabilities (in accordance with the terms of the Senior Financing Revolving Facility Documents); (iviii) following the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior each Senior Secured Notes Trustee on its own behalf for application towards the discharge of the Senior Secured Notes Trustee Liabilities (in accordance with the Senior Secured Notes Documents); and (iv) in payment to each Senior Unsecured Notes Trustee on its own behalf for application towards the discharge of the Senior Unsecured Notes Trustee Liabilities (in accordance with the Senior Unsecured Notes Documents), on a pro rata basis and ranking pari passu between paragraphs (i), (ii), (iii) and (iv) above; (b) second, in payment to: (i) each Revolving Agent on behalf of the other Junior Lenders Revolving Lenders; and (ii) the Hedge Counterparties, for application towards the discharge of: (A) the Revolving Creditor Liabilities (in accordance with the terms of the Revolving Facility Documents); and (B) the Priority Hedging Liabilities (on the basis that the maximum amount of Priority Hedging Liabilities that a Hedge Counterparty may claim for is limited to its Allocated Amount), on a pro rata basis between paragraphs (A) and (B) above; (c) third, in payment to each Senior Secured Notes Trustee on behalf of the Senior Secured Noteholders for application (in accordance with the terms of the Junior Financing Senior Secured Notes Documents) towards the discharge of any other Junior the Senior Secured Notes Liabilities on a pro rata basis; (andd) fourth, for the avoidance of doubt the Security Agent shall only be liable to make in payment to the relevant Debtor and shall not be responsible Hedge Counterparties for onward payment by such Debtor to application towards the relevant Junior Lenders)discharge of the Non Priority Hedging Liabilities on a pro rata basis; (ve) fifth, in payment to the Senior Unsecured Notes Trustee on behalf of the Senior Unsecured Noteholders for application (in accordance with the terms of the Senior Unsecured Notes Documents) towards the discharge of the Senior Unsecured Notes Guarantee Liabilities on a pro rata basis; (f) sixth, if none of the Debtors is under any further actual or contingent liability under any Revolving Facility Document, Hedging Agreement or Senior Financing Document or Junior Financing Secured Notes Document, in payment or distribution to any person to whom the Security Agent Trustee is obliged, as a matter of law, obliged to pay or distribute in priority to any Debtor; and (vig) seventh, the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. Subject to Clause 14.2 16.2 (Prospective liabilitiesLiabilities), all amounts from time to time received or recovered by the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security, including, without limitation, any payment or distribution made in respect of all or any part of the Transaction Security in a Bankruptcy Case (for the purposes of this Clause 1416, the “Recoveries”) shall be held by the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) on trust to apply them at any time as the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 1416), in the following order of priority: (ia) first, in discharging any sums (including unpaid fees) owing to the Senior Security Agent (includingor, any legal or other professional advisers’ feesfollowing the Senior Discharge Date, costs or disbursements and all related taxes incurred thereon by the Second Lien Security Agent), any Receiver or any Delegate under the Debt DocumentsDelegate; (iib) second, in discharging all costs and expenses incurred by any Senior Primary Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) under Clause 6.5 (Further assurance Assurance – Insolvency Event); (iiic) third, in payment or distribution to the Secured Parties Senior Agent on its own behalf and on behalf of the other Senior Facility Creditors for application towards the discharge in full of the Secured Senior Liabilities (in accordance with the terms of the Senior Financing Finance Documents); (ivd) following the Senior Discharge Datefourth, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee Second Lien Agent on its own behalf and on behalf of the other Junior Lenders Second Lien Creditors for application (in accordance with the terms of the Junior Financing Second Lien Finance Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders)Second Lien Liabilities; (ve) fifth, if none of the Debtors is under any further actual or contingent liability under any Senior Financing Finance Document or Junior Financing Second Lien Finance Document, in payment or distribution to any person to whom the Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) is obliged, as a matter of law, obliged to pay or distribute in priority to any Debtor; and (vif) finally, the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. Subject The Remedy Proceeds may, subject to Clause 14.2 any mandatory statutory requirements, be applied by the State, any Receiver or any Attorney towards any amount and in any order which the State, any Receiver or any Attorney, as the case may be, determines in its absolute discretion, or if no determination is made in the following order: (Prospective liabilities)a) first, in payment of all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 14, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fitwhich, to the extent permitted required by applicable law law, have priority over the payments specified in the balance of this clause; (b) second, towards the payment or reimbursement of the costs and subject expenses incurred by the State, any Receiver or any Attorney in the exercise or enforcement or attempted exercise or enforcement of its rights under this deed or any Ancillary Security; (c) third, towards the payment or reimbursement of the other outgoings in relation to the provisions of this Clause 14)Secured Property that the State, in the following order of priorityany Receiver or any Attorney determines; (d) fourth, towards: (i) in discharging the remuneration of any sums Receiver or Attorney; and (ii) any money owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent)Trustee to any officer, employee, contractor or agent of the State, any Receiver or any Delegate under the Debt DocumentsAttorney; (iie) fifth, in discharging all costs payment and expenses incurred by discharge in order of their priority of any Senior Creditor in connection with any realisation or enforcement Encumbrances of which the Transaction Security taken in accordance with the terms of this Agreement State, Receiver or any action taken at Attorney is or are aware and which has priority to the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event)Encumbrances granted by this deed; (iiif) in payment or distribution to sixth, towards the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution to the Debtors Debt which is then due for payment or distribution to and the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf Remedy Proceeds shall be applied as against interest, principal and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (andamount as the State, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual Receiver or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any DebtorAttorney determines; and (vig) the balanceseventh, if any, in payment or distribution to any person entitled to the relevant DebtorSecured Property (including the Trustee) or authorised to give receipts for those monies.

Order of Application. Subject to Clause 14.2 (Prospective liabilities)Following an Event of Default, all amounts from time to time moneys and proceeds of any enforcement and any sums which are received or recovered by the Security Agent pursuant to the terms any Finance Party under or by virtue of any Debt Finance Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 14, the “Recoveries”) shall be held by the Security Agent on trust to apply them at applied: (a) FIRST: in or towards satisfaction of any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (amounts then due and subject to the provisions of this Clause 14), payable under any Finance Document in the following order of priority:(and in relation to any payments under paragraphs (iii), (iv) or (v) below, pro rata between the GIEK Facility Lender and the Commercial Facility Lenders and the Hedging Banks by reference to the amounts owing to them under the GIEK Facility Loan, the Commercial Facility Loan and the Hedging Agreements, respectively): (i) first, in discharging or towards satisfaction of all amounts (including, without limitation, any sums owing costs and expenses) then due and payable by the Obligors to the Administrative Agent and the Security Agent (including, under any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt DocumentsFinance Document; (ii) secondly, in discharging or towards satisfaction of all amounts (including, without limitation, any costs and expenses incurred and any sums payable by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with Borrowers under Section 21) then due and payable by the terms of this Agreement or any action taken Obligors under the Finance Documents other than those amounts referred to at the request of the Security Agent under Clause 6.5 paragraphs (Further assurance – Insolvency Eventi), (iii), (iv) and (v); (iii) thirdly, in payment or distribution towards satisfaction of any and all amounts of default interest payable by the Borrowers under this Agreement other than those amounts referred to the Secured Parties for application towards the discharge in full of the Secured Liabilities at paragraph (in accordance with the terms of the Senior Financing Documentsi); (iv) following the Senior Discharge Datefourthly, in payment or distribution towards satisfaction pro rata of any and all amounts of interest payable by the Borrowers under this Agreement and sums payable by the Borrowers under Sections 23 and 25 other than those amounts referred to at paragraph (i); and (v) fifthly, in or towards repayment of the outstanding principal of the Loan and all amounts due and payable by the Borrowers under the Hedging Agreements; (b) SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Administrative Agent, by notice to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf Obligors and on behalf of the other Junior Lenders for application (Finance Parties, states in its reasonable opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the terms provisions of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior LendersSection 18.1(a); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. Subject (a) The Security Agent agrees to Clause 14.2 apply the Trust Property and each other beneficiary of the Security Documents agrees to apply all moneys received by it in the exercise of its rights under the Security Documents in accordance with the following respective claims: (Prospective liabilities)i) first, all as to a sum equivalent to the amounts from time payable to time the Security Agent under the Finance Documents (excluding any amounts received or recovered by the Security Agent pursuant to clause 32.10 (Lenders’ indemnity to the terms Agent) as extended to the Security Agent pursuant to clause 32.19 (Application of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction certain clauses to Security (Agent), for the purposes of this Clause 14Security Agent absolutely; (ii) secondly, as to a sum equivalent to the “Recoveries”aggregate amount then due and owing to the other Finance Parties under the Finance Documents, for those Finance Parties absolutely, and pro-rata to the amounts owing to them under the Finance Documents; (iii) shall be thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties have been irrevocably and unconditionally discharged in full, any sum held by the Security Agent on trust to apply them at a suspense account for payment of any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums further amounts owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate Finance Parties under the Debt Documents; (ii) in discharging all costs Finance Documents and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken further application in accordance with the terms of this Agreement or paragraph (a) as and when any action taken at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents)such amounts later fall due; (iv) following the Senior Discharge Datefourthly, to such other persons (if any) as are legally entitled thereto in payment or distribution priority to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (Obligors; and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) fifthly, as to the balance (if none any), for the Obligors by or from whom or from whose assets the relevant amounts were paid, received or recovered or other person entitled to them. (b) The Security Agent and each other beneficiary of the Debtors Security Documents shall make each application as soon as is under any further actual practicable after the relevant moneys are received by, or contingent liability under any Senior Financing Document or Junior Financing Documentotherwise become available to, in payment or distribution it save that (without prejudice to any person to whom other provision contained in any of the Security Documents) the Security Agent is obliged(acting on the instructions of the Agent), any other beneficiary of the Security Documents or any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent, such other beneficiary of the Security Documents or such receiver or administrator may from time to time determine with a matter view to preserving the rights of law, the Finance Parties or any of them to pay prove for the whole of their respective claims against the Borrower or distribute in priority to any Debtor; andother person liable. (vic) The Security Agent and/or any other beneficiary of the balance, if any, Security Documents shall obtain a good discharge in payment or distribution respect of the amounts expressed to be due to the relevant Debtorother Finance Parties as referred to in this clause 32.21 by distributing the same in accordance with clause 35 (Payment mechanics).

Order of Application. Subject (a) The Security Agent agrees to Clause 14.2 apply the Trust Property and each other beneficiary of the Security Documents agrees to apply all moneys received by it in the exercise of its rights under the Security Documents in accordance with the following respective claims: (Prospective liabilities)i) first, all as to a sum equivalent to the amounts from time payable to time the Security Agent under the Finance Documents (excluding any amounts received or recovered by the Security Agent pursuant to clause 34.10 (▇▇▇▇▇▇▇’ indemnity to the terms Agent) as extended to the Security Agent pursuant to clause 34.18 (Application of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction certain clauses to Security (Agent), for the purposes of this Clause 14Security Agent absolutely; (ii) secondly, as to a sum equivalent to the “Recoveries”aggregate amount then due and owing to the other Finance Parties (except the Hedging Providers) shall be under the Finance Documents (except the Hedging Contracts), for those Finance Parties (except the Hedging Providers) absolutely, and pro-rata to the amounts owing to them under the Finance Documents (except the Hedging Contracts). (iii) thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (except the Hedging Providers) have been irrevocably and unconditionally discharged in full, any sum held by the Security Agent on trust to apply them at a suspense account for payment of any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums further amounts owing to the Security Agent Finance Parties (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by except the Security Agent), any Receiver or any Delegate Hedging Providers) under the Debt Documents; Finance Documents (iiexcept the Hedging Contracts) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken further application in accordance with the terms of this Agreement or paragraph (a) as and when any action taken at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents)such amounts later fall due; (iv) following the Senior Discharge Datefourthly, in payment or distribution as to a sum equivalent to the Debtors for payment or distribution aggregate net amount then due to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of Hedging Providers but unpaid under any other Junior Liabilities (andHedging Contracts, for the avoidance of doubt the Security Agent shall only be liable to make payment Hedging Providers absolutely, and pro rata to the relevant Debtor and shall not be responsible for onward payment by such Debtor net amounts owing to the relevant Junior Lenders)them under those Hedging Contracts; (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of lawfifthly, to pay or distribute such other persons (if any) as are legally entitled thereto in priority to any Debtorthe Obligors; and (vi) sixthly, as to the balance, balance (if any), for the Obligors by or from whom or from whose assets the relevant amounts were paid, received or recovered or other person entitled to them. (b) The Security Agent and each other beneficiary of the Security Documents shall make each application as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice to any other provision contained in payment any of the Security Documents) the Security Agent (acting on the instructions of the Agent), any other beneficiary of the Security Documents or distribution any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent, such other beneficiary of the Security Documents or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of their respective claims against the Borrowers or any other person liable. (c) The Security Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge in respect of the amounts expressed to be due to the relevant Debtorother Finance Parties as referred to in this clause 34.20 by distributing the same in accordance with clause 37 (Payment mechanics).

Order of Application. Subject 16.5.1 The Security Trustee agrees to Clause 14.2 apply the Trust Property in accordance with the following respective claims: (Prospective liabilitiesa) first, as to a sum equivalent to the amounts payable to the Security Trustee under the Security Documents (excluding any amounts received by the Security Trustee pursuant to clause 16.2.7), for the Security Trustee absolutely; (b) secondly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties under the Security Documents, for those Finance Parties absolutely, and pro-rata to the amounts owing to them under the Security Documents; (c) thirdly, until such time as the Security Trustee is satisfied that all obligations owed to the Finance Parties have been irrevocably and unconditionally discharged in full, held by the Security Trustee on a suspense account for payment of any further amounts owing to the Finance Parties under the Security Documents and further application in accordance with this clause 16.5 as and when any such amounts later fall due; (d) fourthly, to such other persons (if any) as are legally entitled thereto in priority to the Borrowers; and (e) fifthly, as to the balance (if any), for the Borrowers by or from whom or from whose assets the relevant amounts were paid, received or recovered or other person entitled to them. 16.5.2 The Security Trustee shall make each application as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice to any other provision contained in any of the Security Documents) the Security Trustee (acting on the instructions of the Agent) or any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Security Trustee or such receiver or administrator may from time to time received determine with a view to preserving the rights of the Finance Parties or recovered by any of them to prove for the whole of their respective claims against the Borrowers or any other person liable. 16.5.3 The Security Agent pursuant Trustee shall obtain a good discharge in respect of the amounts expressed to be due to the terms of any Debt Document or other Finance Parties as referred to in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 14, the “Recoveries”) shall be held clause 16.5 by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, paying such amounts to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt Documents; (ii) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken for distribution in accordance with the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 clause 16.7 (Further assurance – Insolvency EventPayment mechanics); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. 50.1.1 Subject to Clause 14.2 (Prospective liabilities)the rights of any creditor with prior Security or any preferential claim, all amounts from time to time received paid to, or otherwise recovered by by, the Security Agent Trustee pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 14Finance Documents, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), applied in the following order of priorityorder: (iA) first, in discharging or towards payment pro rata of any sums owing to the Security Agent (including, any legal or other professional advisers’ unpaid fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt Documents; (ii) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the Security Trustee and any receiver, attorney, agent or similar officer appointed under the Security Documents and any other Junior Lenders sum due to the Security Trustee (in its capacity as such) but unpaid under the Finance Documents; (B) second, in or towards payment pro rata (a) to the First Lien Agent for application (in accordance with by the terms First Lien Agent under the First Lien Credit Agreement towards the balance of the Junior Financing DocumentsFirst Lien Debt comprised by any unpaid fees, costs and expenses of the Administrative Finance Parties under the First Lien Documents and (b) of any unpaid fees, costs and expenses of the Account Bank; (C) third, in or towards payment pro rata (a) of Hedging Costs due but unpaid under the Secured Hedging Agreements and (b) to the First Lien Agent for application by the First Lien Agent under the First Lien Credit Agreement towards the discharge balance of the First Lien Debt comprised by any accrued interest, commitment fees, commission due but unpaid under the First Lien Documents; (D) fourth, in or towards payment pro rata (a) of Hedging Termination Payments due to the Hedging Banks but unpaid under the Secured Hedging Agreements and (b) to the First Lien Agent for application by the First Lien Agent under the First Lien Credit Agreement towards the balance of the First Lien Debt comprised by any principal (including amounts payable under clause 6.8 (Claims under a Letter of Credit) or clause 6.10 (Indemnities) of the First Lien Credit Agreement) or any cash cover due but unpaid under the First Lien Documents; (E) fifth, in or towards payment pro rata (a) of any other Junior Liabilities sum due to the Hedging Banks but unpaid under the Secured Hedging Agreements and (andb) to the First Lien Agent for application by the First Lien Agent under the First Lien Credit Agreement towards the balance of the First Lien Debt comprised by any other sum due but unpaid under the First Lien Documents; (F) sixth, for the avoidance of doubt the Security Agent shall only be liable to make in or towards payment to the relevant Debtor and shall not be responsible Second Lien Agent for onward payment application by such Debtor to the relevant Junior Lenders); (v) if none Second Lien Agent under the Second Lien Credit Agreement towards the balance of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any DebtorSecond Lien Debt; and (viG) seventh, in or towards payment of the balance, surplus (if any, in payment or distribution ) to the relevant DebtorObligor or other person entitled to it. 50.1.2 Subject to Clause 51.3.4, the Security Trustee shall, if so directed by the Relevant Group, vary the order set out in Clauses 50.1.1(A) to 50.1.1(G). 50.1.3 Clauses 50.1.1 and 50.1.2 above will override any appropriation made by an Obligor.

Order of Application. Subject to Clause 14.2 (Prospective liabilities)Section 15.7, all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document, including without limitation, all amounts received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation realization or enforcement of all or any part of the Transaction Security or a transaction in lieu of enforcement of Transaction Security, the proceeds of any Distressed Disposal and all amounts received by the Security Agent from another Creditor pursuant to Section 11.1 (for the purposes of this Clause 14Section 15, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14Section 15), in the following order of priority: (a) first, in payment or distribution to: (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under for application towards the Debt Documents; discharge of any sums owing to any of them from any Party (other than pursuant to Section 17.3); (ii) in discharging all costs the Administrative Agent on its own behalf and expenses incurred by any Senior Creditor in connection with any realisation or enforcement on behalf of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security other Agent under Clause 6.5 (Further assurance – Insolvency Event); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities Agent Obligations (in accordance with the terms of the Senior Financing Secured Facilities Documents); and (iii) each Pari Passu Debt Representative on its own behalf for application towards the discharge of the Pari Passu Debt Representative Amounts (in accordance with the Pari Passu Debt Documents), on a pro rata basis and ranking pari passu between clauses (i), (ii), (iii) and (v) above; (ivb) following the Senior Discharge Datesecond, in payment or distribution to the Debtors Secured Parties of all costs and expenses incurred by any of them in connection with any realization or enforcement of the Transaction Security, in each case undertaken in accordance with the terms of this Agreement; (c) third, in payment or distribution to: (i) the Administrative Agent on its own behalf and on behalf of the Senior Secured Lenders for which it is the Representative; (ii) the Hedge Counterparties and the Cash Management Providers; and (iii) each Pari Passu Debt Representative on behalf of Pari Passu Creditors it represents, for application towards the Senior Secured Obligations on a pro rata basis and pari passu basis between such Senior Secured Obligations; (d) fourth, in payment or distribution to the Junior Lenders on their own behalf and/or to the Junior each Second Lien Debt Trustee on its own behalf and on behalf of the other Junior Lenders Second Lien Debt Creditors for which it is the Representative, for application towards the Second Lien Debt Obligations on a pro rata basis and pari passu basis between such Second Lien Debt Obligations; (e) fifth, in payment or distribution to each Additional Unsecured Debt Representative on behalf of the Additional Unsecured Debt Creditors it represents for application towards the discharge of the Additional Unsecured Debt Obligations owed to the Additional Unsecured Debt Creditors (in accordance with the terms of the Junior Financing Additional Unsecured Debt Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vif) sixth, the balance, if any, in payment or distribution to the relevant DebtorDebtor or other person entitled to it.

Order of Application. (a) Subject to Clause 14.2 (Prospective liabilities)applicable law and to the rights of any person with prior security or prior claims, the proceeds of enforcement of the Transaction Security, all amounts from time to time received or recovered recoveries under the Existing Intercreditor Agreement and all recoveries by the Security Agent pursuant under guarantees of the Debt shall be paid to or to the order of the Security Agent. (b) Subject to the proviso below, the proceeds of enforcement of any Transaction Security, all recoveries under the Existing Intercreditor Agreement, all recoveries under any guarantee of the Debt and all other amounts paid to and or received by the Security Agent under this Agreement shall be applied in the following order: (i) First, in payment of the fees, costs, expenses and liabilities (and all interest thereon as provided in the Finance Documents) of the Agent, the Security Agent and any Receiver, Delegate, attorney or agent appointed under the Transaction Security Documents or this Agreement in accordance with the terms of the relevant Finance Document and in payment to the Notes Trustee in respect of the Notes Trustee Ordinary Course Amounts owing to it pari passu between such parties; (ii) Second, in payment of the balance of the costs and expenses of each RCF Creditor (other than the Security Agent, any Debt Document Receiver or Delegate) and each Notes Creditor in connection with such enforcement, recovery or other payment pari passu between such parties; (iii) Third, in payment to the realisation or enforcement of all or any part Agent for application towards the balance of the Transaction RCF Debt in accordance with the RCF Finance Documents and the Notes Trustee for application towards the balance of the Notes Debt in accordance with the Notes Documents pari passu between such parties; (iv) Fourth, after the RCF Discharge Date and the Notes Discharge Date, in payment of the surplus (if any) to the relevant Obligors or other person entitled to it, provided that no recoveries shall be distributed to any Agent, the Notes Trustee, the Security Agent or Creditor (for the purposes of this Clause 14, the each, a “RecoveriesBeneficiary”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order of priority: (i) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt Documents; (ii) in discharging all costs and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms above provisions to the extent any such distribution would cause any Beneficiary to receive an amount greater than that to which it is entitled having regard to any applicable limitation in any relevant Transaction Security Document or guarantee on the amount or nature of this Agreement the Liabilities owing to such Beneficiary which is intended to be secured under that Transaction Security Document or guaranteed under that guarantee. (c) Subject to applicable law and to the rights of any action taken person with prior security or prior claims, no such proceeds or amounts shall be applied in payment of any amounts specified in any of the sub-paragraphs in paragraph (b) above until all amounts specified in any earlier sub-paragraph which are outstanding at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event); (iii) in payment or distribution to the Secured Parties for application towards the discharge in full of the Secured Liabilities (in accordance with the terms of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution to the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge time of any other Junior Liabilities (and, for the avoidance application of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, proceeds have been paid in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtorfull.

Order of Application. Subject to Clause 14.2 10.2 (Prospective liabilities) and Clause 10.3 (Treatment of ▇▇ ▇▇▇▇ Cover), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Finance Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 1410, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 1410 (Application of Proceeds)), in the following order of priority: (iA) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt DocumentsDelegate; (iiB) in discharging payment of all costs and expenses incurred by any Senior Agent or Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 5.6 (Further assurance – Insolvency EventCreditors’ actions); (iiiC) in payment or distribution to the Secured Parties Facility Agent on its own behalf for the Facility Agent Liabilities (to the extent such liabilities relate to the non-payment of fees due); (D) in payment to: (i) the Facility Agent on behalf of the Lenders; and (ii) the Hedging Counterparties for application towards the discharge in full of of: (a) the Secured Lender Liabilities (in accordance with on a pro rata basis between the terms Lender Liabilities of the Senior Financing Documentseach Lender);; and (ivb) following the Senior Discharge DateHedging Liabilities (on a pro rata basis between the Hedging Liabilities of each Hedging Counterparty); on a pro rata basis between paragraph (A) above and paragraph (B) above and provided that such payments shall be deemed to be paid firstly, in payment or distribution to towards any interest payments under the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf Facilities due but unpaid and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) any scheduled payments due but unpaid under a Hedging Agreement and secondly, towards the discharge of any other Junior remaining Lender Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders);Hedging Liabilities: (vE) if none of the Debtors Obligors is under any further actual or contingent liability under any Senior Financing Finance Document or Junior Financing DocumentHedging Agreement, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, obliged to pay or distribute in priority to any DebtorObligor; and (viF) the balance, if any, in payment or distribution to the relevant DebtorObligor.

Order of Application. Subject (I) Until the earlier to Clause 14.2 occur of (Prospective liabilities)A) an Acceleration Event, and (B) payment in full of the Loan Obligations and the Noteholder Obligations required to be paid on or before December 31, 2005, all amounts from time to time Distributions received or recovered by the Security Collateral Agent pursuant shall, subject to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security clause (for the purposes of this Clause 14IV) below, the “Recoveries”) shall be held applied promptly by the Security Collateral Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order as of priorityany date of distribution: FIRST: to: (i) payment of the Collateral Agent's Fee and any reasonable expenses incurred by the Collateral Agent in discharging any sums owing to connection with enforcing the rights and remedies of the Secured Parties hereunder and under the Security Agent (includingInstruments and with any or all of the retaking, holding, preserving, processing, advertising, maintaining, preparing for or consummating any legal sale, lease or other professional advisers’ feesdisposition of any Collateral, including trustee's fees and commissions, court costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt Documents;reasonable attorney's fees and legal expenses pertaining thereto; and then (ii) in discharging all costs the ratable payment of, or ratable reimbursement of a Secured Party for, the reasonable unpaid fees and expenses incurred by any Senior Creditor in connection with any realisation or enforcement of counsel to the Transaction Security taken in accordance with Noteholders and counsel to the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 (Further assurance – Insolvency Event);Agent; and then (iii) the ratable payment in payment respect of any costs, fees, expenses or distribution other amounts then due and payable by the Borrower to the any Secured Parties for application towards the discharge Party in full respect of the Secured Liabilities (Obligations not provided for above or below; SECOND: to the ratable payment in accordance with respect of all accrued and unpaid interest then due and payable by the terms Borrower in respect of the Senior Financing Documents); (iv) following the Senior Discharge Date, in payment or distribution Subject Obligations; THIRD: to the Debtors for ratable payment in respect of all outstanding principal (whether or distribution not then due and payable) in respect of the Subject Obligations (other than any principal amounts of Offshore Rate Loans (as defined in the Facility A Credit Agreement) that have been cash collateralized); FOURTH: to the Junior Lenders on their own behalf and/or ratable payment of all Make-Whole Amounts (whether or not then due and payable) in respect of the Noteholder Obligations; and FIFTH: to the Junior Trustee on its own behalf and on behalf of the other Junior Lenders for application (in accordance with the terms of the Junior Financing Documents) towards the discharge of any other Junior Liabilities (and, for the avoidance of doubt the Security Agent shall only be liable to make payment to the relevant Debtor and shall not be responsible for onward payment Borrower or as otherwise required by such Debtor to the relevant Junior Lenders); (v) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Document or Junior Financing Document, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of applicable law, to pay or distribute in priority to any Debtor; and (vi) the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. ‌ Subject to Clause 14.2 16.2 (Prospective liabilities) and Clause 16.3 (Treatment of SFA Cash Cover and Senior Lender Cash Collateral), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security or otherwise paid to the Security Agent for application pursuant to this Clause including all amounts received or recovered in connection with the Parallel Debt pursuant to Clause 19.3 (Parallel Debt (Covenant to Pay the Security Agent)) for the purposes of this Clause 1416 (the Recoveries), the “Recoveries”) shall be held by the Security Agent on trust as trustee or as security agent to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 1416 (Application of Proceeds)), in the following order of priority: (ia) in discharging any sums owing to the Security Agent (including, any legal or other professional advisers’ fees, costs or disbursements and all related taxes incurred thereon by the Security Agent), any Receiver or any Delegate under the Debt DocumentsDelegate; (iib) in discharging payment of all costs and expenses incurred by the Agent or any Senior Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement or any action taken at the request of the Security Agent under Clause 6.5 8.6 (Further assurance – Insolvency EventCreditors’ and Subordinated Creditors’ actions); (iiic) in payment or distribution to to: (i) the Secured Parties Agent on its own behalf and on behalf of the Super Priority Lenders; and (ii) the relevant Hedge Counterparties, for application towards the discharge in full of of: (A) the Secured Agent Liabilities and the Super Priority Facility Liabilities (in accordance with the terms of the Senior Financing DocumentsFinance Documents and on a pro rata basis between them); and‌ (B) the Super Priority Hedging Liabilities (on a pro rata basis between the Super Priority Hedging Liabilities of each Hedge Counterparty),‌ on a pro rata basis between paragraphs (A) and (B) above; (ivd) following the Senior Discharge Date, in payment or distribution to to: (i) the Debtors for payment or distribution to the Junior Lenders on their own behalf and/or to the Junior Trustee on its own behalf and Agent on behalf of the other Junior Lenders Mandated Lead Arrangers and the Pari passu Lenders; and (ii) the relevant Hedge Counterparties, for application towards the discharge of: (A) the Arranger Liabilities and the Pari passu Facility Liabilities (in accordance with the terms of the Junior Financing DocumentsFinance Documents and on a pro rata basis between them); and‌ (B) towards the discharge of any other Junior Pari passu Hedging Liabilities (and, for on a pro rata basis between the avoidance Pari passu Hedging Liabilities of doubt the Security Agent shall only be liable to make payment to the relevant Debtor each Hedge Counterparty),‌ on a pro rata basis between paragraphs (A) and shall not be responsible for onward payment by such Debtor to the relevant Junior Lenders)(B) above; (ve) if none of the Debtors is under any further actual or contingent liability under any Senior Financing Finance Document or Junior Financing DocumentHedging Agreement, in payment or distribution to any person to whom the Security Agent is obliged, as a matter of law, obliged to pay or distribute in priority to any Debtor; and (vif) the balance, if any, in payment or distribution to the relevant Debtor. For the avoidance of doubt, references in this Clause 16.1 to sums owing and costs and expenses incurred shall be limited to such sums, costs and expenses as the relevant Secured Party is entitled to recover from the Obligors pursuant to the Finance Documents.