Template talk:M intro repack application of proceeds

(i) first, pari passu, in payment of: (A) where immediately prior to the associated termination of the Swap Agreement, the Swap Counterparty’s Credit Support Balance (VM) (if any, in its capacity as Transferor under the Credit Support Annex) was greater than zero, an amount (as determined by the party responsible for determining such amounts under the Swap Agreement and such amount being a “CSB Return Amount”) equal to the lesser of (I) the Available Proceeds, (II) the value of the Swap Counterparty’s Credit Support Balance (VM) that was used in determining the Early Termination Amount (as defined in the Swap Agreement) payable under the Swap Agreement and (III) the value of the amounts owing to the Swap Counterparty under the Swap Agreement, if any, which shall be deemed to be zero if no such amounts are owing (the excess of the value referred to in (III) above the value referred to in (II) above, if any, the “Remaining Swap Counterparty Claim Amount”) to the Swap Counterparty; (B) where immediately prior to the associated termination of the Repo Agreement, the Net Margin (as defined in the Repo Agreement) provided to the Issuer (if any) was greater than zero, an amount (as determined by the party responsible for determining such amounts under the Repo Agreement and such amount being a “Net Margin Return Amount”) equal to the lesser of (I) the Available Proceeds, (II) the Default Market Values of the Equivalent Margin Securities and Cash Margin (as each such term is defined in the Repo Agreement) (including the amount of interest accrued) forming such Net Margin provided to the Issuer and (III) the value of the amounts owing to the Repo Counterparty under the Repo Agreement, if any, which shall be deemed to be zero if no such amounts are owing (the excess of the value referred to in (III) above the value referred to in (II) above, if any, the “Remaining Repo Counterparty Claim Amount”) to the Repo Counterparty; and (C) where immediately prior to the associated termination (if applicable) of the SL Agreement, the amount by which the Market Value of the Collateral (for which purpose the Collateral Valuation Percentage shall be 100 per cent.) (each as defined in the SL Agreement) provided by the SL Counterparty exceeded the Market Value of Securities equivalent to the Loaned Securities (each as defined in the SL Agreement) (the “SL Net Margin”) was greater than zero, an amount (as determined by the SL Counterparty or, if the SL Counterparty is the Defaulting Party (as defined in the SL Agreement), the Issuer and such amount being a “SLNet Margin Return Amount”) equal to the lesser of (I) the Available Proceeds, (II) the Default Market Values of the securities forming such SL Net Margin provided to the Issuer and (III) the value of the amounts owing to the SL Counterparty under the SL Agreement, if any, which shall be deemed to be zero if no such amounts are owing (the excess of the value referred to in (III) above over the value referred to in (II) above, if any, the “Remaining SL Counterparty Claim Amount”) to the SL Counterparty; (ii) secondly, in payment or satisfaction of, or reserving for, the Issuer’s share of any present or future taxes owing or expected to be owing by SPIRE; (iii) thirdly, in payment or satisfaction of the fees, costs, charges, expenses and liabilities (if any) incurred by the Trustee under the Trust Deed and the other Transaction Documents (including, but not limited to, any taxes required to be paid and the Trustee’s remuneration); (iv) fourthly, pari passu, in payment of (A) any amounts owing to the Custodian for reimbursement in respect of payments properly made by it in accordance with the terms of the Custody Agreement relating to sums receivable on or in respect of the relevant Collateral, (B) any amounts owing to the Issuing and Paying Agent for reimbursement in respect of payments properly made by it in accordance with the terms of the Agency Agreement to any person in discharge of a Secured Payment Obligation and (C) any fees, costs, charges, expenses and liabilities then due and payable to the Agents under the Agency Agreement and to the Custodian under the Custody Agreement; (v) fifthly, in payment or satisfaction of the Disposal Agent Fees; (vi) sixthly, pari passu, in payment of: (A) any amounts owing to the Swap Counterparty under the Swap Agreement (which, to the extent that a CSB Return Amount has been paid to the Swap Counterparty in accordance with Condition 15(a)(i), shall be limited to the Remaining Swap Counterparty Claim Amount); (B) any amounts owing to the Repo Counterparty under the Repo Agreement (which, to the extent that a Net Margin Return Amount has been paid to the Repo Counterparty in accordance with Condition 15(a)(i), shall be limited to the Remaining Repo Counterparty Claim Amount); and (C) any amounts owing to the SL Counterparty under the SL Agreement (which, to the extent that an SL Net Margin Return Amount has been paid to the SL Counterparty in accordance with Condition 15(a)(i), shall be limited to the Remaining SL Counterparty Claim Amount); (vii) seventhly, in payment of (A) any Early Redemption Amount then due and payable, (B) any Final Redemption Amount then due and payable and/or (C) any interest or Instalment Amount that became due and payable on the Maturity Date and that remains due and payable, as applicable, and, in each case, any interest accrued thereon (which, for the avoidance of doubt, shall include Default Interest) to the Noteholders; and (viii) eighthly, in payment rateably of the Residual Amount to the Noteholders, save that no such application shall be made at any time following an Enforcement Notice having been given by the Trustee following the occurrence of an Enforcement Event. Any Secured Creditor that has a claim in respect of more than one Secured Payment Obligation may rank differently in respect of each Secured Payment Obligation. If, following the Initial Issuer Application Date, the Issuer receives any sum from the Mortgaged Property, the Issuer shall send a notice to the Trustee, the Issuing and Paying Agent, the Disposal Agent (where there is one), the Swap Counterparty, the Repo Counterparty and the SL Counterparty of the same as soon as is practicable upon receiving any such sum.