Common use of Order of Application Clause in Contracts

Order of Application. (a) The Security Agent agrees to 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: (i) first, as to a sum equivalent to the amounts payable to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 33.11 (Lxxxxxx’ indemnity to the Agent) as extended to the Security Agent pursuant to clause 33.22 (Application of certain clauses to Security Agent)), for the Security Agent absolutely; (ii) secondly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement), for those Finance Parties absolutely for application between them in accordance with clause 36.5 (Partial payments); (iii) thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than the Hedging Providers) have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement) and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (iv) fourthly, as to a sum equivalent to the aggregate amount then due and owing to the Hedging Providers under the Hedging Contracts and any Hedging Master Agreements, for those Hedging Providers absolutely for application between them in accordance with clause 36.5 (Partial payments); (v) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (vi) sixthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and (vii) seventhly, as to the 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 any of the Security Documents) the Security Agent (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), any 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 Borrower 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 other Finance Parties as referred to in this clause 33.24 by paying such amounts to the Agent for distribution in accordance with clause 36 (Payment mechanics).

Order of Application. (a) The Except as otherwise provided in this Agreement and subject to the terms of the Intercreditor Agreement, the Security Agent agrees to 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: (i) first, as to a sum equivalent to the amounts payable to K-sure under clause 16.4, the Facility Agent and/or the K-sure Agent and/or the Security Agent under the Finance Documents (excluding any amounts received by the Facility Agent and/or the Security Agent pursuant to clause 33.11 37.10 (LxxxxxxLenders’ indemnity to the Facility Agent) as extended to the Security Agent pursuant to clause 33.22 37.21 (Application of certain clauses to Security Agent) or by the K-sure Agent pursuant to clause 37.22(f)), for the Facility Agent and/or the K-sure Agent and/or the Security Agent absolutely, and/or K-sure; (ii) secondly, as to a sum equivalent to any other unpaid fees, costs (including, without limitation, Break Costs) and expenses of the aggregate amount then due Facility Agent, the Security Agent, the Account Bank, the Mandated Lead Arrangers and owing to the other Finance Parties (other than the Hedging Providers) any Receiver under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement), for those Finance Parties absolutely for application between them in accordance with clause 36.5 (Partial payments)Documents; (iii) thirdly, in or towards payment, on a pari passu basis, to (i) the Lenders pro rata of any accrued interest, fee or commission due but unpaid under the Finance Documents and (ii) the Hedging Banks pro rata of any sums (other than swap termination / close-out payments sums under the Hedging Contracts) owing to them under any of the Finance Documents; (iv) fourthly, in or towards payment, on a pari passu basis, to: (A) the Lenders pro rata of any principal which is due (or overdue) but unpaid under the Finance Documents; and (B) the Hedging Banks pro rata of any termination sums / close-out payments owing to them under the Hedging Contracts; (v) fifthly, only when an Event of Default is continuing, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than the Hedging Providers) have been irrevocably and unconditionally discharged in fullfull or no Event of Default is continuing, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement) and further application in accordance with this clause 33.24(a37.23(a) as and when any such amounts later fall due; (iv) fourthly, as to a sum equivalent to the aggregate amount then due and owing to extent there remains a risk of an insolvency (as described in clause 31.8 (Insolvency)) and/or insolvency proceedings (as described in clause 31.9 (Insolvency proceedings)) affecting the Hedging Providers under the Hedging Contracts and any Hedging Master Agreements, for those Hedging Providers absolutely for application between them in accordance with clause 36.5 (Partial payments); (v) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall dueBorrower; (vi) sixthly, to such other persons (if any) as are entitled thereto in accordance with the Intercreditor Agreement; (vii) seventhly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and (viiviii) seventhlyeighthly, as to the 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 any of the Security Documents) the Security Agent (acting on the instructions of the Facility Agent) any other beneficiary of the Security Documents or any receiver or administrator may may, when an Event of Default is continuing, credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent), any other beneficiary of the Security Documents Agent 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 Borrower or any other person liableliable provided that: (1) when such amounts taken together with other amounts that are held on similar suspense or nominal accounts in accordance with the Finance Documents are sufficient to discharge the Borrower’s obligations under the Finance Documents they must be so applied; and (ii) such amount shall be treated as having been paid when due for all purposes under the Finance Documents, including the determination of interest accruing on amounts, whether at the default rate or otherwise. (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 other Finance Parties as referred to in this clause 33.24 37.23 by paying such amounts to the Facility Agent for distribution in accordance with clause 36 40 (Payment mechanics).

Order of Application. (a) The Security Agent agrees to 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: (i) first, as to a sum equivalent to the amounts payable to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 33.11 34.10 (LxxxxxxXxxxxxx’ indemnity to the Agent) as extended to the Security Agent pursuant to clause 33.22 34.17 (Application of certain clauses to Security Agent)), for the Security Agent absolutely; (ii) secondly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement)Documents, for those Finance Parties absolutely for application between them in accordance with clause 36.5 37.5 (Partial payments), and pro-rata to the amounts owing to them under the Finance Documents; (iii) thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than the Hedging Providers) have been irrevocably and unconditionally discharged in full, any sums held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement) and further application in accordance with this clause 33.24(a34.19(a) as and when any such amounts later fall due; (iv) fourthly, as to a sum equivalent to the aggregate amount then due and owing to the Hedging Providers under the Hedging Contracts and any Hedging Master Agreements, for those Hedging Providers absolutely for application between them in accordance with clause 36.5 (Partial payments); (v) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (vi) sixthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and (viiv) seventhlyfifthly, as to the 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 any of the Security Documents) the Security Agent (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), any 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 Borrower 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 other Finance Parties as referred to in this clause 33.24 34.19 by paying such amounts to distributing the Agent for distribution same in accordance with clause 36 37 (Payment mechanics).

Order of Application. (a) 34.24.1 The Security Agent agrees to 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: (ia) first, as to a sum equivalent to the amounts payable to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 33.11 34.11 (LxxxxxxXxxxxxx’ indemnity to the Agent) as extended to the Security Agent pursuant to clause 33.22 34.22 (Application of certain clauses to Security Agent)), for the Security Agent absolutely; (iib) secondly, as to a sum equivalent to the amounts payable to the Agent under the Finance Documents (excluding any amounts received by the Agent pursuant to clause 34.11 (Xxxxxxx’ indemnity to the Agent)), for the Agent absolutely; (c) thirdly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or but excluding any Hedging Master AgreementContracts), for those Finance Parties absolutely for application between them in accordance with clause 36.5 37.5 (Partial payments); (iiid) thirdlyfourthly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than the Hedging Providers) have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the those Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or but excluding any Hedging Master Agreement) Contracts), and further application in accordance with this clause 33.24(a) 34.24.1 as and when any such amounts later fall due; (ive) fourthlyfifthly, as to a sum equivalent to the aggregate amount net amounts then due and owing to the Hedging Providers but unpaid under the Hedging Contracts and any Hedging Master AgreementsContracts, for those Hedging Providers absolutely for application between them in accordance with clause 36.5 (Partial payments); (v) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably absolutely, and unconditionally discharged in full, held by pro rata to the Security Agent on a suspense account for payment of any further net amounts owing to the Hedging Providers them under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (vif) sixthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and (viig) seventhly, as to the 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) 34.24.2 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 (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), any 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 Borrower Borrowers or any other person liable. (c) 34.24.3 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 33.24 34.24 by paying such amounts to the Agent for distribution in accordance with clause 36 37 (Payment mechanics).

Order of Application. (a) 34.18.1 The Security Agent agrees to 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: (ia) first, as to a sum equivalent to the amounts payable to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 33.11 34.10 (LxxxxxxLenders’ indemnity to the Agent) as extended to the Security Agent pursuant to clause 33.22 (Application of certain clauses to Security Agent)), for the Security Agent absolutely; (iib) secondly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than except the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or except any Hedging Master AgreementContracts), for those Finance Parties absolutely for application between (except the Hedging Providers) absolutely, and pro-rata to the amounts owing to them in accordance with clause 36.5 under the Finance Documents (Partial paymentsexcept any Hedging Contracts); (iiic) thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than except the Hedging Providers) have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties (other than except the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or except any Hedging Master AgreementContracts) and further application in accordance with this clause 33.24(a) 34.18.1 as and when any such amounts later fall due; (ivd) fourthly, as to a sum equivalent to the aggregate net amount then due and owing to the Hedging Providers but unpaid under any Hedging Contracts, for the Hedging Contracts Providers absolutely, and any Hedging Master Agreements, for pro rata to the net amounts owing to them under those Hedging Providers absolutely for application between them in accordance with clause 36.5 (Partial payments)Contracts; (ve) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (vi) sixthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and (viif) seventhlysixthly, as to the 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) 34.18.2 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 (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), any 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 Borrower or any other person liable. (c) 34.18.3 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 33.24 34.18 by paying such amounts to distributing the Agent for distribution same in accordance with clause 36 37 (Payment mechanics).

Order of Application. (a) The Security Agent agrees to 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: (i) first, as to a sum equivalent to the amounts payable to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 33.11 35.10 (Lxxxxxx’ Lenders' indemnity to the Agent) as UK-#395507908-v8 extended to the Security Agent pursuant to clause 33.22 35.17 (Application of certain clauses to Security Agent)), for the Security Agent absolutely; (ii) secondly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement)Documents, for those Finance Parties absolutely for application between them in accordance with clause 36.5 38.5 (Partial payments), and pro-rata to the amounts owing to them under the Finance Documents; (iii) thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than the Hedging Providers) have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement) and further application in accordance with this clause 33.24(a35.19(a) as and when any such amounts later fall due; (iv) fourthly, as to a sum equivalent to the aggregate amount then due and owing to the Hedging Providers under the Hedging Contracts and any Hedging Master Agreements, for those Hedging Providers absolutely for application between them in accordance with clause 36.5 (Partial payments); (v) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (vi) sixthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and (viiv) seventhlyfifthly, as to the 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 any of the Security Documents) the Security Agent (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), any 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 Borrower 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 other Finance Parties as referred to in this clause 33.24 35.19(a) by paying such amounts to distributing the Agent for distribution same in accordance with clause 36 38 (Payment mechanics).

Order of Application. (a) 35.18.1 The Security Agent agrees to 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: (ia) first, as to a sum equivalent to the amounts payable to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 33.11 35.10 (LxxxxxxLenders’ indemnity to the Agent) as extended to the Security Agent pursuant to clause 33.22 (Application of certain clauses to Security Agent)), for the Security Agent absolutely; (iib) secondly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than except the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or except any Hedging Master AgreementContracts), for those Finance Parties absolutely for application between (except the Hedging Providers) absolutely, and pro-rata to the amounts owing to them in accordance with clause 36.5 under the Finance Documents (Partial paymentsexcept any Hedging Contracts); (iiic) thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than except the Hedging Providers) have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties (other than except the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or except any Hedging Master AgreementContracts) and further application in accordance with this clause 33.24(a) 35.18.1 as and when any such amounts later fall due; (ivd) fourthly, as to a sum equivalent to the aggregate net amount then due and owing to the Hedging Providers but unpaid under any Hedging Contracts, for the Hedging Contracts Providers absolutely, and any Hedging Master Agreements, for pro rata to the net amounts owing to them under those Hedging Providers absolutely for application between them in accordance with clause 36.5 (Partial payments)Contracts; (ve) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (vi) sixthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and (viif) seventhlysixthly, as to the 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) 35.18.2 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 (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), any 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 Borrower Borrowers or any other person liable. (c) 35.18.3 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 33.24 35.18 by paying such amounts to distributing the Agent for distribution same in accordance with clause 36 38 (Payment mechanics).

Order of Application. (a) 34.24.1 The Security Agent agrees to 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: (ia) first, as to a sum equivalent to the amounts payable to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 33.11 34.11 (Lxxxxxx’ Lenders' indemnity to the Agent) as extended to the Security Agent pursuant to clause 33.22 34.22 (Application of certain clauses to Security Agent)), for the Security Agent absolutely; (iib) secondly, as to a sum equivalent to the amounts payable to the Agent under the Finance Documents (excluding any amounts received by the Agent pursuant to clause 34.11 (Lenders' indemnity to the Agent)), for the Agent absolutely; (c) thirdly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or but excluding any Hedging Master AgreementContracts), for those Finance Parties absolutely for application between them in accordance with clause 36.5 37.5 (Partial payments); (iiid) thirdlyfourthly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than the Hedging Providers) have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the those Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or but excluding any Hedging Master Agreement) Contracts), and further application in accordance with this clause 33.24(a) 3424.1 as and when any such amounts later fall due; (ive) fourthlyfifthly, as to a sum equivalent to the aggregate amount net amounts then due and owing to the Hedging Providers but unpaid under the Hedging Contracts and any Hedging Master AgreementsContracts, for those Hedging Providers absolutely for application between them in accordance with clause 36.5 (Partial payments); (v) fifthly, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers have been irrevocably absolutely, and unconditionally discharged in full, held by pro rata to the Security Agent on a suspense account for payment of any further net amounts owing to the Hedging Providers them under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (vif) sixthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and (viig) seventhly, as to the 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) 34.24.2 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 (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), any 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 Borrower Borrowers or any other person liable. (c) 34.24.3 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 33.24 34.24 by paying such amounts to the Agent for distribution in accordance with clause 36 37 (Payment mechanics).

Order of Application. 50.1.1 Subject to the rights of any creditor with prior Security or any preferential claim, all amounts paid to, or otherwise recovered by, the Security Trustee pursuant to the Finance Documents, shall be applied in the following order: (aA) The Security Agent agrees to apply the Trust Property first, in or towards payment pro rata of any unpaid fees, costs and each other beneficiary expenses incurred by or on behalf of the Security Documents agrees to apply all moneys received by it in the exercise of its rights Trustee and any receiver, attorney, agent or similar officer appointed under the Security Documents in accordance with the following respective claims: (i) first, as to a and any other sum equivalent to the amounts payable 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 by the First Lien Agent under the First Lien Credit Agreement towards the balance of the First Lien Debt comprised by any unpaid fees, costs and expenses of the Administrative Finance Parties under the First Lien Documents and (excluding b) of any amounts received by unpaid fees, costs and expenses of the Security Agent pursuant to clause 33.11 (Lxxxxxx’ indemnity to the Agent) as extended to the Security Agent pursuant to clause 33.22 (Application of certain clauses to Security Agent)), for the Security Agent absolutelyAccount Bank; (iiC) secondlythird, as to a sum equivalent in or towards payment pro rata (a) of Hedging Costs due but unpaid under the Secured Hedging Agreements and (b) to the aggregate amount then due and owing to First Lien Agent for application by the other Finance Parties (other than the Hedging Providers) First Lien Agent under the Finance Documents (other than First Lien Credit Agreement towards the Hedging Contracts or balance of the First Lien Debt comprised by any Hedging Master Agreement)accrued interest, for those Finance Parties absolutely for application between them in accordance with clause 36.5 (Partial payments)commitment fees, commission due but unpaid under the First Lien Documents; (iiiD) thirdlyfourth, until such time as the Security Agent is satisfied that all obligations owed in or towards payment pro rata (a) of Hedging Termination Payments due to the Finance Parties Hedging Banks but unpaid under the Secured Hedging Agreements and (other than b) to the Hedging Providers) have been irrevocably and unconditionally discharged in full, held First Lien Agent for application by the Security First Lien Agent on a suspense account for payment of any further amounts owing to the Finance Parties (other than the Hedging Providers) under the Finance Documents First Lien Credit Agreement towards the balance of the First Lien Debt comprised by any principal (other than including amounts payable under clause 6.8 (Claims under a Letter of Credit) or clause 6.10 (Indemnities) of the Hedging Contracts First Lien Credit Agreement) or any Hedging Master Agreement) and further application in accordance with this clause 33.24(a) as and when any such amounts later fall duecash cover due but unpaid under the First Lien Documents; (ivE) fourthlyfifth, as to a in or towards payment pro rata (a) of any other sum equivalent to the aggregate amount then due and owing to the Hedging Providers Banks but unpaid under the Secured Hedging Contracts Agreements and any Hedging Master Agreements, for those Hedging Providers absolutely (b) to the First Lien Agent for application between them in accordance with clause 36.5 (Partial payments)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; (vF) fifthlysixth, until such time as the Security Agent is satisfied that all obligations owed in or towards payment to the Hedging Providers have been irrevocably and unconditionally discharged in full, held Second Lien Agent for application by the Security Second Lien Agent on a suspense account for under the Second Lien Credit Agreement towards the balance of the Second Lien Debt; and (G) seventh, in or towards payment of any further amounts owing to the Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 33.24(a) as and when any such amounts later fall due; (vi) sixthly, to such other persons surplus (if any) as are legally entitled thereto in priority to the Obligors; and (vii) seventhly, as to the balance (if any), for the Obligors by or from whom or from whose assets the relevant amounts were paid, received or recovered Obligor or other person entitled to themit. (b) The Security Agent and each other beneficiary of 50.1.2 Subject to Clause 51.3.4, the Security Documents shall make each application as soon as is practicable after Trustee shall, if so directed by the relevant moneys are received byRelevant Group, or otherwise become available to, it save that (without prejudice vary the order set out in Clauses 50.1.1(A) to any other provision contained in any of the Security Documents) the Security Agent (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 Agent50.1.1(G), any 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 Borrower or any other person liable. (c) The Security Agent and/or 50.1.3 Clauses 50.1.1 and 50.1.2 above will override 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 33.24 appropriation made by paying such amounts to the Agent for distribution in accordance with clause 36 (Payment mechanics)an Obligor.