Common use of Application of Enforcement Proceeds Clause in Contracts

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 Appointment and Priority or to its order, provided that, following the giving of any notice by the Intercreditor Agent pursuant to sub-clause 19.2.2 of Clause 19.2 (Remedies following an Event of Default), the amounts referred to in paragraphs (viii) and (ix) above shall rank pari passu.

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 or the Revolving Credit Facility Lenders under clause 15.3 (Indemnity to Revolving Credit Facility Agent) of the Revolving Credit Facility Agreement or the Additional Lenders under the equivalent provisions of the Additional Lender Facility Agreement in respect of indemnities to the Additional Lender Agent but which which, in each case, 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 Appointment and Priority or to its order, provided that, following the giving of any notice by the Intercreditor Agent pursuant to sub-clause 19.2.2 of Clause 19.2 (Remedies following an Event of Default), the amounts referred to in paragraphs (viii) and (ix) above shall rank pari passu.

Application of Enforcement Proceeds. Following Proceeds from the delivery of an Enforcement Notice, all Enforcement Proceeds paid Account shall be applied promptly by the Collateral Trustee, at the direction of Majority Lenders (or, at any time on or after a Priority Termination Date, Majority Secured Parties), in the following order of priority: (a) first, to the Intercreditor Agent payment of all fees, indemnities and any other amounts owed to the Collateral Trustee, the Bank Senior Lenders Administrative Agent, the Oil Payment Insurers Administrative Agent, the Capital Markets Trustee and the Depositary Bank in their individual or trust capacity (but not, where applicable, as Senior Lender) relating to services rendered in their capacity as Collateral Trustee (including in connection with the taking of any Enforcement Action), Bank Senior Lenders Administrative Agent, Oil Payment Insurers Administrative Agent, Capital Markets Trustee or Depositary Bank, as the case may be. (b) second, to the payment of all fees, costs, expenses, indemnities and any other amounts owed to the Secured Parties and the whole amount then outstanding of Senior Debt Obligations or Oil Payment Reimbursement Obligations and in case such moneys shall not be sufficient to pay in full the whole amount so due and unpaid, then to make Pro Rata Payments, without any preference or priority, as among the Secured Parties, provided that any amounts owed to the Oil Payment Insurers in respect of Oil Payment Reimbursement Obligations relating to shipments of Maya crude oil pursuant to the Long-Term Oil Supply Agreement for which title passed to the Partnership after notice of the Event of Default underlying the Enforcement Action was given by the Partnership to the Collateral Trustee and the Administrative Agents in accordance with clause (a) of Section 8.02 (or, if no such notice was given, after 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 date on behalf of the Intercreditor Agent in connection with which such enforcement or recovery and which notice should 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 given in accordance with the Senior Finance Documents in connection with such enforcement and which clause (a) of Section 8.02) shall 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 priority over any amounts owing owed to the Senior Secured Creditors due and payable under Lenders in respect of Senior Debt Obligations, except to the Senior Finance Documentsextent that such Oil Payment Reimbursement Obligations have been satisfied prior to the relevant Priority Termination Date, provided, further, that no such priority shall apply in respect of any Oil Payment Reimbursement Obligations relating to shipments of Maya crude oil pursuant to the Long-Term Oil Supply Agreement for which title passed to the Partnership after the relevant Priority Termination Date; and (xic) elevenththird, after the payment in full of the Senior Debt Obligations and the Oil Payment Reimbursement Obligations, to the payment of the surplus (remainder, if any) , to the Security Agent Partnership or its successors, or in accordance with the Deed case of Appointment and Priority proceeds from the transfer or disposition of all or part of the interests in the General Partner or Limited Partner to its orderthe Shareholders or the General Partner, provided thatas the case may be, following the giving or as a court of any notice by the Intercreditor Agent pursuant to sub-clause 19.2.2 of Clause 19.2 (Remedies following an Event of Default), the amounts referred to in paragraphs (viii) and (ix) above shall rank pari passucompetent jurisdiction may otherwise direct.