Common use of Order of Clause in Contracts

Order of. APPLICATION All amounts received by each Beneficiary pursuant to any enforcement of Security or otherwise with respect to any of the Liabilities shall be immediately paid by such Beneficiary to the Collection Account to be held therein by the Security Agent for the account of the Beneficiaries in accordance with the terms of this Deed and after providing for all of its outgoings, costs, charges, expenses and liabilities incurred by or on behalf of itself and any receiver, attorney or agent in connection with carrying out duties and exercising its powers and discretions under the Security Documents and any remuneration due to it or to any receiver and for payments ranking in priority as a matter of law, amounts standing to the credit of the Collection Account shall be applied by the Security Agent: 24.1.1 first, in or towards payment of all amounts due to the Senior Agent or the Security Agent and which comprise Senior Liabilities; 24.1.2 secondly in or towards payment to the Senior Lenders of amounts up to in aggregate the amount of the Senior Liabilities other than the Postponed Senior Liabilities to be distributed pro rata to the Senior Lenders and the Hedge Counterparties; 24.1.3 thirdly, in or towards payment of all amounts due to the Mezzanine Agent and which comprise Mezzanine Liabilities; 24.1.4 fourthly in or towards payment to the Mezzanine Lenders of amounts up to in aggregate the amount of the Mezzanine Liabilities provided either: (a) if any Senior Liabilities other than the Postponed Senior Liabilities are or may be outstanding, such payment may be made under Clause 12 (Permitted Payments); or (b) the Senior Discharge Date has occurred, to be distributed pro rata to the Mezzanine Lenders; 24.1.5 fifthly in or towards payment to the Senior Lenders of amounts up to in aggregate the amount outstanding in respect of the Postponed Senior Liabilities; 24.1.6 sixthly in or towards payment to the Mirror Noteholder and the Subordinated Noteholders of amounts up to in aggregate the amount outstanding in respect of the Mirror Note Liabilities or, as the case may be, the Subordinated Liabilities; and 24.1.7 seventhly in or towards payment to the Intra-Group Lenders of amounts up to in aggregate the amounts outstanding in respect of the Intra-Group Liabilities.

Order of. APPLICATION All application Subject to Clause 31.2 (Prospective liabilities), all amounts from time to time received by each Beneficiary pursuant to any enforcement of Security or otherwise with respect to any of the Liabilities shall be immediately paid by such Beneficiary to the Collection Account to be held therein recovered by the Security Agent pursuant to the terms of any Finance Document or under Clause 29.14 (Parallel Debt (covenant to pay the Security Agent)) in connection with the realisation or enforcement of all or part of the Transaction Encumbrances (for the account purposes of this Clause 31, 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 31), in the following order: 31.1.1 first, in discharging any sums owing to the Security Agent (in its capacity as such) other than pursuant to Clause 29.14 (Parallel Debt (covenant to pay the Security Agent)), any Receiver or any Delegate; 31.1.2 secondly, in payment of all costs and expenses incurred by the Agent or any Secured Party in connection with any realisation or enforcement of the Beneficiaries Transaction Encumbrances taken in accordance with the terms of this Deed and after providing for all of its outgoings, costs, charges, expenses and liabilities incurred by or on behalf of itself and any receiver, attorney or agent in connection with carrying out duties and exercising its powers and discretions under the Security Documents and any remuneration due to it or to any receiver and for payments ranking in priority as a matter of law, amounts standing to the credit of the Collection Account shall be applied by the Security Agent: 24.1.1 first, in or towards payment of all amounts due to the Senior Agent or the Security Agent and which comprise Senior LiabilitiesAgreement; 24.1.2 secondly in or towards payment to the Senior Lenders of amounts up to in aggregate the amount of the Senior Liabilities other than the Postponed Senior Liabilities to be distributed pro rata to the Senior Lenders and the Hedge Counterparties; 24.1.3 31.1.3 thirdly, in or towards payment pro rata of all amounts due to any unpaid fee, costs and expenses of the Mezzanine Agent and which comprise Mezzanine LiabilitiesAgent, the Security Agent, any Receiver or any Delegate under the Finance Documents; 24.1.4 fourthly 31.1.4 fourthly, in or towards payment pro rata of any accrued interest, fee or commission due to the Mezzanine Lenders of amounts up under this Agreement and any scheduled payments (including any default interest) due and payable to in aggregate the amount of Hedging Providers under the Mezzanine Liabilities provided either: (a) if any Senior Liabilities other than the Postponed Senior Liabilities are or may be outstandingHedging Contracts, such payment may be made under Clause 12 (Permitted Payments); or (b) the Senior Discharge Date has occurred, application to be distributed apportioned between the Lenders and the Hedging Providers pro rata to the Mezzanine Lenderssuch aggregate amounts due to each of them; 24.1.5 fifthly 31.1.5 fifthly, pari passu, in or towards payment pro rata (a) of any amounts of principal due and payable to the Senior Lenders or any of them under this Agreement to be paid to the Agent to be paid to the Lenders; (b) of any Break Costs due to the Lenders to be paid to the Agent to be paid to the Lenders; and (c) to the Hedging Providers of any net amounts up to in aggregate due but unpaid under the amount outstanding in respect of the Postponed Senior Liabilities;Hedging Contracts (including any Hedging Exposure), other than those payable under Clause 31.1.4 above; and 24.1.6 sixthly 31.1.6 sixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. The balance (if any) of the amounts received shall be paid to the Mirror Noteholder and the Subordinated Noteholders of amounts up to in aggregate the amount outstanding in respect of the Mirror Note Liabilities or, Borrower or as the case Borrower may be, the Subordinated Liabilities; and 24.1.7 seventhly in or towards payment to the Intra-Group Lenders of amounts up to in aggregate the amounts outstanding in respect of the Intra-Group Liabilitiesdirect.