Distribution of Security Proceeds. On and after the Enforcement Date, the Security Proceeds received by the Security Trustee shall be applied by the Security Trustee as follows:
(a) first, in or towards satisfaction of the annual fees or other remuneration and indemnity payments (if any) and all other amounts payable to the Security Trustee and its predecessors in its capacity as Security Trustee and any costs, charges, liabilities and expenses so incurred by the Security Trustee in its capacity as Security Trustee (or its predecessor) under the provisions of the Financing Documents to which it is a party, together with interest and any goods and services tax payable thereon (if applicable) as provided for therein;
(b) second, in or towards the payment of any costs, charges, losses, liabilities and expenses of and incidental to the appointment of any receiver and the exercise of the receiver’s rights including his remuneration and all outgoings paid by the receiver together with any goods and services tax payable on those amounts (if applicable);
(c) third, in or towards payment pro rata of any Outstandings payable to the Beneficiaries (including, in the case of a Lender or Lender Affiliate, any Ancillary Liabilities). All payments in respect of Outstandings payable to a Represented Beneficiary shall be made to its Beneficiary Representative for distribution in accordance with the relevant Financing Documents; and
(d) fourth, if any surplus remains, to the Borrower or to such other persons entitled to it. All payments to be paid by the Security Trustee pursuant to this clause shall be made at such times as the Security Trustee in its absolute discretion determines to be as soon as reasonably practical, having regard to the particular circumstances.
