Common use of Distributions of Payments and Proceeds of Collateral Clause in Contracts

Distributions of Payments and Proceeds of Collateral. All amounts received by Collateral Agent or any Noteholder in respect of any Claims after an Event of Default in respect of any Note Document, and all realizations upon the Collateral or any part thereof (whether occurring before or after the commencement of a case under the Bankruptcy Code and including realizations resulting from sales by a Note Party under Section 363 of the Bankruptcy Code), including, without limitation, any realizations by way of an Enforcement Action, shall be applied as follows: (i) First, to the Collateral Agent’s reasonable costs and expenses of sale, collection or other realization, including reasonable legal expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder; (ii) Second, to Series B Administrative Holder’s and Series A Administrative Holder’s costs and expenses of sale, collection or other realization, including reasonable legal expenses, liabilities and advances made or incurred by Series B Administrative Holder or Series A Administrative Holder in connection therewith, and all amounts for which Series B Administrative Holder or Series A Administrative Holder is entitled to indemnification under the Note Documents (it being agreed that to the extent amounts available for distribution under this clause are insufficient to cover all such amounts, such amounts shall be paid ratably in proportion to the amounts so tendered for payment by the Series B Administrative Holder and Series A Administrative Holder, respectively); (iii) Third, to the pro rata payment of interest accrued in respect of all Claims; (iv) Fourth, to the pro rata payment of all other Claims until all Claims are Paid in Full in accordance with the Note Documents; and (v) Fifth, to the parties entitled thereto as their interests may appear or as otherwise required by applicable law.

Distributions of Payments and Proceeds of Collateral. All amounts received by Collateral Agent or any Noteholder in respect of any Claims after an during the continuation of any Event of Default under any of the Note Documents (other than Reorganization Securities received by the Series A Holders in respect of any Note Documentaccordance with Section 2 hereof), and all realizations upon the Collateral or any part thereof (whether occurring before or after the commencement of a case under the Bankruptcy Code and including realizations resulting from sales by a Note Party under Section 363 of the Bankruptcy Code), including, without limitation, any realizations by way of an Enforcement Action, shall be applied as follows: (i) First, to the Collateral Agent’s reasonable costs and expenses of sale, collection or other realization, including reasonable legal expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder; (ii) Second, to Series B Administrative Holder’s costs and expenses of sale, collection or other realization, including reasonable legal expenses, liabilities and advances made or incurred by Series B Administrative Holder in connection therewith, and all amounts for which Series B Administrative Holder is entitled to indemnification under the Series B Note Documents; (iii) Third, to the Series B Claims until the Series B Claims are Paid in Full in accordance with the Series B Note Documents; (iv) Fourth, to Series A Administrative Holder’s costs and expenses of sale, collection or other realization, including reasonable legal expenses, liabilities and advances made or incurred by Series B Administrative Holder or Series A Administrative Holder in connection therewith, and all amounts for which Series B Administrative Holder or Series A Administrative Holder is entitled to indemnification under the Note Documents (it being agreed that to the extent amounts available for distribution under this clause are insufficient to cover all such amounts, such amounts shall be paid ratably in proportion to the amounts so tendered for payment by the Series B Administrative Holder and Series A Administrative Holder, respectively)Note Documents; (iiiv) ThirdFifth, to the pro rata payment of interest accrued in respect of all Claims; (iv) Fourth, to the pro rata payment of all other Series A Claims until all the Series A Claims are Paid in Full in accordance with the Series A Note Documents; and (vvi) FifthSixth, to the parties entitled thereto as their interests may appear or as otherwise required by applicable law.