OF ENFORCEMENT OF SECURITY), ALL
EXISTING AND FUTURE SECURITY CONFERRED BY THE SECURITY SHALL RANK PARI PASSU AS
IF IT HAD BEEN CREATED SIMULTANEOUSLY AND AS A CONTINUING SECURITY FOR, AND
SHALL NOT BE AFFECTED BY ANY FLUCTUATIONS IN, THE SECURED OBLIGATIONS.
THE
PROVISIONS OF THIS CLAUSE 7.1.3 SHALL APPLY NOTWITHSTANDING THAT ALL OR ANY OF
THE SECURITY IS VOID, SET ASIDE OR OTHERWISE INVALID.
7.2
RANKING OF LESSOR SECURITY
Subject to Clause 9 (Proceeds of Enforcement of Security), in relation to each
Lessor, all existing and future security conferred in favour of that Lessor by
the Lessor Security over (i) the assets the subject of the Collateral Account
Security Assignment to which that Lessor is a party, and (ii) the relevant
Lessor Collateral Account (but only, in each case, to the extent that the Lessor
is entitled to priority in respect of proceeds of enforcement under Clause 9
(Proceeds of Enforcement of Security)) will:
7.2.1
RANK IN ALL RESPECTS PRIOR TO EXISTING AND FUTURE SECURITY
CONFERRED BY THE SECURITY DOCUMENTS AND THE LESSOR SECURITY GIVEN TO OR FOR THE
BENEFIT OF THE OTHER LESSORS, REGARDLESS OR ORDER OF REGISTRATION, NOTICE,
EXECUTION OR OTHERWISE; AND
7.2.2
SECURE ALL LESSOR DEBT OWING TO IT IN PRIORITY TO THE SENIOR
INDEBTEDNESS, THE SECOND LIEN INDEBTEDNESS, THE HEDGE COUNTERPARTY INDEBTEDNESS
AND THE INTERGROUP LIABILITIES, REGARDLESS OF ANY FLUCTUATIONS IN THE AMOUNT OF
THAT LESSOR DEBT OUTSTANDING OR AN INTERMEDIATE DISCHARGE OF THAT LESSOR DEBT IN
WHOLE OR IN PART.
Subject to Clause 9 (Proceeds of Enforcement of Security), all existing and
future security conferred in favour of a Lessor (an "Other Lessor") by the
Lessor Security over the assets referred to in (i) and (ii) above in respect of
which another Lessor has priority as set out above will:
(A)
rank in all respects prior to existing and future security
conferred by the Security regardless of order of registration, notice, execution
or otherwise; and
(B)
secure all Lessor Debt owing to it in priority to the Senior
Indebtedness, the Second Lien Indebtedness, the Hedge Counterparty Indebtedness
and the Intergroup Liabilities, regardless of the date on which that Lessor Debt
arises, regardless of whether that Lessor is obliged to advance moneys included
in that Lessor Debt, and regardless of any fluctuations in the amount of that
Lessor Debt outstanding or an intermediate discharge of that Lessor Debt in
whole or in part,
and if there is more than one Other Lessor, such security of each Other Lessor
shall rank pari passu.
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7.3
REGISTRATION AND NOTICE
Each Lessor and the Security Trustee will co-operate with each other with a view
to reflecting the priority of the Security and the Lessor Security in any
register or with any filing or registration authority and in giving notice to
insurers, debtors liable for receivables covered by the security conferred by
the Security and the Lessor Security and other relevant persons.
8.
ENFORCEMENT
8.1
RESTRICTIONS ON ENFORCEMENT BY THE LESSORS
Save as permitted by Clause 8.5 (Enforcement