Common use of Distribution of Security Clause in Contracts

Distribution of Security. 14.1 The Security Agent agrees to perform the following obligations: 14.1.1 accept and hold the Pool Assets and revenues from the enforcement of the Pool Assets and the claims for insurance for the benefit in accordance with the Proportion of Debt of the Creditors within the safe place and release or distribute the Pool Assets in compliance with the terms of this Agreement. 14.1.2 arrange for the filing and custody of all correspondences between the Borrower and the Security Agent under this Agreement. 14.2 Each party in this Agreement will inform the other party of any matter that may have material affect to the operation of this Agreement or the Transaction Documents. 14.3 If any Creditor obtains or acquires any amount of money from the Pool Assets (apart from the receipt from Facility Agent or Security Agent relating to performance of the duties of the Facility Agent or the Security Agent under this Agreement), such Creditor shall inform other Creditors and the Security Agent about such receipt of money promptly. 14.4 After the notification under Clause 14.3, the Creditors agree to jointly distribute the money received in the following orders: 14.4.1 firstly, the money will be used to repay the court fees, legal expenses and other expenses incurred for the joint benefit of the enforcement, distribution and/or maintenance of Pool Assets; and 14.4.2 subsequently, the remaining of such amount will be used to repay the interest on the debt which is outstanding and due but not payable and will be used to repay the debt at that time which is due and payable and which is the debt of each Creditor under this Agreement in Proportion of Debt at that time. 14.5 The provision of this Clause is made for the benefit of the Creditors such that initially will be used as security for the due and punctual payment of the debt and subsequent as the security for the performance of the obligations and all types of debt which is outstanding from time to time of the Borrower. 14.6 The provision of this Clause will not be deemed to be novation among the Borrower and the Creditors or each of the Creditor whether for the debt under any agreement and shall not be interpreted to reduce the rights of the Creditors against the Borrower. 14.7 In case any Creditor obtains any benefit from the security which is additional benefit in whatsoever nature which is the security for any Debt or the whole Debt of the Borrower at any time whether now or in the future such benefit under the security will be deemed to be the Pool Assets for the joint benefit of the Creditors as if such benefit under the security is obtained pursuant to the term of this Agreement and in the event of any breach which followed by enforcement of Pool Assets, the Security Agent shall obtain and maintain such benefits in security for the joint benefit of the Creditors and will distribute all the money received from the enforcement of such benefit under the security to the Creditors pursuant to Clause 14.4 above. 14.8 Each Creditor agrees that the provision of this Clause shall not have any effect to other security or preferential rights, assets or rights which any Creditor obtains from any person freely by making a written agreement to exempt its from being a Pool Asset from the other Creditor. 14.9 If there is any Event of Default, the Creditors shall consult each other immediately to agree on the joint cause of actions. 14.10 In the event of Pool Assets being enforced, all the money resulting from that enforcement together with any money from the insurance which is payable after the proceeding to enforce the Pool Assets will be paid to the Security Agent for the benefit of Creditors in accordance with their Proportion of Debt. All such proceeds shall be distributed within five (5) Banking Days from the date of receipt as follows: First, to be used to repay the fees and expenses incurred in relation to the enforcement of such Pool Assets. Secondly, subject to the provision of Clause 14.4 shall be used to repay the debt which is due and payable to each Creditor in accordance with its Proportion of Debt at that time and Thirdly, to return the balance (if any) to the Borrower. Provided that if the money received is not enough to repay the debt in full, such money will be used to pay according to the Proportion of Debt of each Creditor at the time of the distribution of money without any preferential rights or the rights to receive before others among the Creditors. 14.11 In any cases if any Creditors receives the distribution or portion of enforcement of Pool Assets exceeding its Proportion of Debt, such Creditor shall return the exceeding amount to be distributed among the Creditors in accordance with the Proportion of Debt, in order for the debt to be paid in compliance with correct Proportion of Debt.

Distribution of Security. 14.1 The Security Agent agrees to perform the following obligations: 14.1.1 accept and hold the Pool Assets and revenues from the enforcement of the Pool Assets and the claims for insurance for the benefit in accordance with the Proportion of Debt of the Creditors within the safe place and release or distribute the Pool Assets in compliance with the terms of this Agreement. 14.1.2 arrange for the filing and custody of all correspondences between the Borrower and the Security Agent under this Agreement. 14.2 14.1 Each party in this Agreement will inform the other party of any matter that which may have material affect to the operation of this Agreement or the Transaction Documents. 14.3 14.2 If any Creditor obtains or acquires any amount of money from the Pool Assets (apart from the receipt from Facility Agent or Security Agent relating to performance of the duties of the Facility Agent or the Security Agent under this Agreement), such Creditor shall inform other Creditors and the Security Agent about such receipt of money promptly. 14.4 14.3 After the notification under Clause 14.3, the Creditors agree to jointly distribute the money received in the following orders: 14.4.1 firstly, the money will be used to repay the court fees, legal expenses and other expenses incurred for the joint benefit of the enforcement, distribution and/or maintenance of Pool Assets; and 14.4.2 subsequently, the remaining of such amount will be used to repay the interest on the debt which is outstanding and due but not payable and will be used to repay the debt at that time which is due and payable and which is the debt of each Creditor under this Agreement in Proportion of Debt at that time. 14.5 The provision of this Clause is made for the benefit of the Creditors such that initially will be used as security for the due and punctual payment of the debt and subsequent as the security for the performance of the obligations and all types of debt which is outstanding from time to time of the Borrower. 14.6 The provision of this Clause will not be deemed to be novation among the Borrower and the Creditors or each of the Creditor whether for the debt under any agreement and shall not be interpreted to reduce the rights of the Creditors against the Borrower. 14.7 In case any Creditor obtains any benefit from the security which is additional benefit in whatsoever nature which is the security for any Debt or the whole Debt of the Borrower at any time whether now or in the future such benefit under the security will be deemed to be the Pool Assets for the joint benefit of the Creditors as if such benefit under the security is obtained pursuant to the term of this Agreement and in the event of any breach which followed by enforcement of Pool Assets, the Security Agent shall obtain and maintain such benefits in security for the joint benefit of the Creditors and will distribute all the money received from the enforcement of such benefit under the security to the Creditors pursuant to Clause 14.4 above. 14.8 Each Creditor agrees that the provision of this Clause shall not have any effect to other security or preferential rights, assets or rights which any Creditor obtains from any person freely by making a written agreement to exempt its from being a Pool Asset from the other Creditor. 14.9 If there is any Event of Default, the Creditors shall consult each other immediately to agree on the joint cause of actions. 14.10 In the event of Pool Assets being enforced, all the money resulting from that enforcement together with any money from the insurance which is payable after the proceeding to enforce the Pool Assets will be paid to the Security Agent for the benefit of Creditors in accordance with their Proportion of Debt. All such proceeds shall be distributed within five (5) Banking Days from the date of receipt as follows: First, to be used to repay the fees and expenses incurred in relation to the enforcement of such Pool Assets. Secondly, subject to the provision of Clause 14.4 shall be used to repay the debt which is due and payable to each Creditor in accordance with its Proportion of Debt at that time and Thirdly, to return the balance (if any) to the Borrower. Provided that if the money received is not enough to repay the debt in full, such money will be used to pay according to the Proportion of Debt of each Creditor at the time of the distribution of money without any preferential rights or the rights to receive before others among the Creditors. 14.11 In any cases if any Creditors receives the distribution or portion of enforcement of Pool Assets exceeding its Proportion of Debt, such Creditor shall return the exceeding amount to be distributed among the Creditors in accordance with the Proportion of Debt, in order for the debt to be paid in compliance with correct Proportion of Debt.