Application of Enforcement Proceeds. Following the delivery of an Enforcement Notice, all Enforcement Proceeds paid to the Intercreditor Agent in accordance with the Deed of Appointment and Priority shall be applied by it (together with any other payments received by it pursuant to Clause 26.1.2 (Payments under the Senior Finance Documents)) in the following order:
(i) first, in payment of all costs and expenses incurred by or on behalf of the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Intercreditor Agent;
(ii) second, in payment pro rata of all costs and expenses incurred by or on behalf of the Facility Agents in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Facility Agent seeking recovery;
(iii) third, in payment pro rata of all amounts paid by the Senior Secured Creditors under Clause 23.15 (Indemnity to Intercreditor Agent) of the Common Terms Agreement but which have not been reimbursed by the Company;
(iv) fourth, in payment pro rata of all amounts paid by the Hotel Facility Lenders under clause 15.3 (Indemnity to Hotel Facility Agent) of the Hotel Facility Agreement or the Project Facility Lenders under clause 15.3 (Indemnity to Project Facility Agent) of the Project Facility Agreement but which have not been reimbursed by the Company;
(v) fifth, in payment pro rata of all costs and expenses incurred by or on behalf of each Senior Secured Creditor in accordance with the Senior Finance Documents in connection with such enforcement and which have been certified, in writing, as having been incurred by the Senior Secured Creditor seeking recovery;
(vi) sixth, in payment pro rata of all accrued and unpaid fees owing to the Agents under the Senior Finance Documents;
(vii) seventh, in payment pro rata of all accrued and unpaid fees and commissions due to the Lenders under the Senior Finance Documents;
(viii) eighth, in payment pro rata of all accrued but unpaid interest (including default interest) due under the Facility Agreements and all sums due under the Hedging Agreements;
(ix) ninth, in payment pro rata of all principal instalments due under the Facility Agreements;
(x) tenth, in payment pro rata of all other amounts owing to the Senior Secured Creditors due and payable under the Senior Finance Documents; and
(xi) eleventh, in payment of the surplus (if any) to the Security Agent in accordance with the Deed of Appoint...
Application of Enforcement Proceeds. After delivery of an Enforcement Notice and notwithstanding the provisions of Schedule 6 (Accounts), all Enforcement Proceeds shall be applied in accordance with the Deed of Appointment and Priority and Clause 33.6 (Application of Enforcement Proceeds).
Application of Enforcement Proceeds. (a) All Enforcement Proceeds not in the form of cash shall be forthwith delivered (subject to the Administration Agent’s acceptance of such delivery) to the Administration Agent on behalf of the Senior Lenders and disposed of, or realized upon, by the Administration Agent on behalf of the Senior Lenders in a commercially reasonable manner so as to produce proceeds in the form of cash.
(b) All Enforcement Proceeds in the form of cash shall be applied and distributed, and the Liens constituted by the Senior Security shall be deemed to have the relative priorities which would result in the Enforcement Proceeds being applied and distributed, as follows:
(i) firstly, to the payment of all costs and expenses (subject to applicable law) incurred by the Administration Agent and the Senior Lenders in the exercise of all or any of the powers granted to them under the Senior Security and in payment of all of the remuneration of any Receiver and all costs incurred by such Receiver in the exercise of all or any powers granted to them under the Senior Security;
(ii) secondly, in payment of all amounts of money borrowed or advanced by the Senior Lenders or such Receiver pursuant to the Senior Security and any interest thereon;
(iii) thirdly, to the payment or prepayment of the Senior Obligations in full (including holding cash collateral to be applied against Senior Obligations which have not then matured) in such manner as the Administration Agent and the Senior Lenders may see fit or have agreed upon; and
(iv) the balance, if any, in accordance with applicable law.
Application of Enforcement Proceeds. Following a realisation of the Collateral, the proceeds shall be applied (i) FIRST, to the satisfaction of the Collateral Agent's and the Administrative Agent's claims for reimbursement of its costs and expenses and (ii) SECOND, pro rata (based on the amount of each Pledgee's Secured Obligations) to the satisfaction of the Secured Obligations of all Pledgees.
Application of Enforcement Proceeds. (a) Proceeds on deposit in, or credited to, the Enforcement Proceeds Account shall be applied as promptly as practicable by the Collateral Agent at the direction of the Required Lenders, in the following order of priority: first, pro rata to the payment of all reasonable fees, costs and expenses hereunder and under any of the Mortgages (including legal fees and expenses) and other similar amounts owed to the Collateral Agent, the Depository Bank and the Mortgage Trustees in connection with the execution and administration of their respective duties hereunder or under any Mortgages and the taking of any Enforcement Action; second, pro rata to the payment of all reasonable fees, costs, expenses (including legal fees and expenses) and any other amounts payable to the Administrative Agent in connection with the Administrative Agent's execution and administration of its duties hereunder or under any other Financing Document to which it is a party and the taking of any Enforcement Action; third, pro rata to the payment of all Secured Obligations to the Administrative Agent for further application in accordance with the terms of the Credit Agreements; and fourth, after payment in full of the Secured Obligations, to the payment of the remainder, if any, to the applicable Grantor, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.
(b) The terms of this Section 6.06 shall apply solely to the application of proceeds in the Enforcement Proceeds Account and shall in no way affect, impair or limit the rights of the Creditor Parties otherwise provided hereunder or in any other Financing Document.
Application of Enforcement Proceeds. Each party to this Agreement agrees that the proceeds of enforcement of the OFCA Floating Security received by the Bond Trustee (as assignee of the Issuer under the Issuer Deed of Charge or any Administrative Receiver appointed by it) (the "OFCA Proceeds") will:
(a) (for so long as any amounts are outstanding under the Subordinated Facility Agreement) be paid to the Borrower Security Trustee (in its capacity as senior security trustee under the Senior/Subordinated Intercreditor Agreement) and applied by the Borrower Security Trustee (acting in such capacity) in accordance with the terms of the Senior/Subordinated Intercreditor Agreement; and
(b) (following the repayment in full of the Subordinated Facility Agreement) be paid to the Borrower Security Trustee and applied by the Borrower Security Trustee, together with any proceeds of enforcement of the other Borrower Security received by the Borrower Security Trustee (or any Receiver appointed by it), in accordance with the Borrower Post-Enforcement (Pre- Acceleration) Revenue Priority of Payments or the Borrower Post- Enforcement (Post-Acceleration) Priority of Payments, as the case may be.
Application of Enforcement Proceeds. (a) Proceeds on deposit in, or credited to, the General Enforcement Proceeds Sub-Account shall be applied as promptly as practicable by the Collateral Agent at the direction of the Required Creditors (acting through the Intercreditor Agent), in the following order of priority: first, pro rata to the payment of the Applicable Portion of all reasonable fees, costs and expenses hereunder and under any of the other Financing Documents (including legal fees and expenses) and other similar amounts owed to the Collateral Agent, the Depository Bank and the Mortgage Trustees in connection with the execution and administration of its duties hereunder or under any other Financing Document to which it is a party and the taking of any Enforcement Action; second, pro rata to the payment of the Applicable Portion of all reasonable fees, costs, expenses (including legal fees and expenses) and any other amounts payable to the other Agents in connection with such Agent's execution and administration of its duties hereunder or under any other Financing Document to which it is a party and the taking of any Enforcement Action; third, pro rata to the payment of all outstanding New Money Obligations; fourth, pro rata to the payment of all remaining Secured Obligations; fifth, pro rata to make a deposit into the Cash Collateral Account (Refinancing Lenders) in an aggregate amount equal to the Refinancing L/C Commitment; and sixth, after the payment in full of the Secured Obligations, to the payment of the remainder, if any, to the Company or its successor, or as a court of competent jurisdiction may otherwise direct.
Application of Enforcement Proceeds. The proceeds of any enforcement action (including but not limited to any proceeds received from any direct or indirect realisation or sale by the Security Agent of any assets being subject to Transaction Security, payments under any guarantees or proceeds received in connection with bankruptcy or other insolvency proceedings) shall be paid to the Security Agent for application in the following order (subject to applicable mandatory law): firstly, in or towards payment pro rata of unpaid fees, costs, expenses and indemnities payable by any Group Company to the Security Agent; secondly, in or towards payment pro rata (and with no preference among them) of unpaid fees, costs, expenses and indemnities payable by any Group Company to the Issuing Agent and the Representatives; thirdly, towards payment pro rata (and with no preference among them) of accrued interest unpaid under the Super Senior Documents; fourthly, towards payment pro rata (and with no preference among them) of principal under the Super Senior Documents and any other costs or outstanding amounts under the Super Senior Documents; fifthly, towards payment pro rata (and with no preference among them) 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); sixthly, towards payment pro rata of principal under the Senior Debt (and with no preference among them); seventhly, in or towards payment pro rata of any other costs or outstanding amounts unpaid under the Terms and Conditions and any Senior Finance Documents; eighthly, after the Final Discharge Date, towards payment pro rata of accrued interest unpaid and principal under the Intragroup Debt; ninthly, after the Final Discharge Date, towards payment pro rata of accrued interest unpaid and principal under the Shareholder Loans; and tenthly, after the Final Discharge Date, in payment of the surplus (if any) to the relevant Group Company or other person entitled to it.
Application of Enforcement Proceeds. All monies received by the Trustee in relation to enforcement proceeds shall be held by the Trustee, upon trust to apply the same in accordance with the order of priority set out in Clause 14 hereof.
Application of Enforcement Proceeds. All monies received by the Pledgee in the disposal of the Pledged Shares shall be applied in the following order of priority:
(a) in payment or satisfaction of all costs incurred by the Pledgee in the enforcement of the pledge created hereunder;
(b) in payment or satisfaction of all other outstanding Secured Liabilities; and
(c) the remaining balance (if any) shall be paid to the Pledgor or other person entitled thereto.
