Common use of Application of Collateral and Proceeds Clause in Contracts

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 6(b) of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining such Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; second, to the payment to Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of shares of Common Stock or Marketable Securities, as the case may be, required to be delivered under the Contract on the Delivery Date minus (2) the number of shares of Common Stock or Marketable Securities, as the case may be, delivered by the Collateral Agent to Purchaser on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities distributed in such Reorganization Event equal to (x) the number of such Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Contract minus (y) the number of such Marketable Securities delivered by the Collateral Agent to Purchaser on the Delivery Date as described above; together with, in either of cases (A) and (B), any amounts due to Purchaser from Pledgor pursuant to Section 2.4(i)(ii) of the Trust Agreement; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock ADSs equal to (1) the number of shares of Common Stock ADSs required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock ADSs delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of shares of Marketable Securities Common Stock equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 6(b) of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor and GRIT hereunder and under the Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor or GRIT for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of shares of Class A Common Stock and Marketable Securities, as the case may be, required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Class A Common Stock and Marketable Securities, as the case may be, delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities distributed in such Reorganization Event equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining such Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of Class A Common Stock or shares of Common Stock Marketable Securities, as the case may be, required to be delivered under the Purchase Agreement Contract on the Delivery Date minus (2) the number of Class A Common Stock or shares of Common Stock Marketable Securities, as the case may be, delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities distributed in such Reorganization Event equal to (x) the number thereof of such Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement Contract minus (y) the number thereof of such Marketable Securities delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; together with, in either of cases (A) and (B), any amounts due to Purchaser from Pledgor pursuant to Section 2.4(k)(ii) of the Trust Agreement; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining such Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of shares of Class A Common Stock or shares of Marketable Securities, as the case may be, required to be delivered under the Purchase Agreement Contract on the Delivery Date minus (2) the number of shares of Class A Common Stock or shares of Marketable Securities, as the case may be, delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of shares of Marketable Securities distributed in such Reorganization Event equal to (x) the number thereof of such shares of Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement Contract minus (y) the number thereof of such shares of Marketable Securities delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; together with, in either of cases (A) and (B), any amounts due to Purchaser from Pledgor pursuant to Section 2.4(k)(ii) of the Trust Agreement; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining Collateral after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof permitted required to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (C) if the Pledgor shall have exercised its Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the Purchase Agreement minus the amount of cash so delivered; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one anyone or more of the types of Collateral, at any one anyone time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining such Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; second, to the payment to Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of shares of Common Stock or Marketable Securities, as the case may be, required to be delivered under the Contract on the Delivery Date minus (2) the number of shares of Common Stock or Marketable Securities, as the case may be, delivered by the Collateral Agent to Purchaser on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities distributed in such Reorganization Event equal to (x) the number of such Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Contract minus (y) the number of such Marketable Securities delivered by the Collateral Agent to Purchaser on the Delivery Date as described above; together with, in either of cases (A) and (B), any amounts due to Purchaser from Pledgor pursuant to Section 2.4(i)(ii) of the Trust Agreement; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining such Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock and (B) if an Adjustment Event or Reorganization Event has occurred, Reference Property distributed in such Adjustment Event or Reorganization Event equal to (1) the number of shares of Common Stock or Reference Property, as the case may be, required to be delivered under the Purchase Agreement Contract on the Delivery Date minus (2) the number of shares of Common Stock or Reference Property, as the case may be, delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; or together with, in cases (A) and (B), any amounts due to Purchaser from Pledgor pursuant to Section 2.5(o)(ii) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described aboveAgreement; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finallythird, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Trust, directly or through the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral shall be applied by the Trust acting through the Collateral Agent or otherwise in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 6(b) of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and legal counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the PledgorPledgor without undue delay.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining such Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of shares of Class A Common Stock or shares of Marketable Securities, as the case may be, required to be delivered under the Purchase Agreement Contract[S] on the Delivery Date minus (2) the number of shares of Class A Common Stock or shares of Marketable Securities, as the case may be, delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities distributed in such Reorganization Event equal to (x) the number thereof of such Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement Contract[S] minus (y) the number thereof of such Marketable Securities delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; together with, in either of cases (A) and (B), any amounts due to Purchaser from Pledgor pursuant to Section 2.4(k)(ii) of the Trust Agreement; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement Contract[S] have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities equal to (x) the number thereof permitted required to be delivered on the Delivery Date under Section 6.2 6(b) of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock equal to (1) the number of shares of Class A Common Stock required to be delivered under the Purchase Agreement on the Delivery Date minus (2) the number of shares of Class A Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities equal to (x) the number thereof permitted to be delivered on the Delivery Date under Section 6.2 of the Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and finally, if all of the obligations of the Pledgor hereunder and under the Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.