Common use of Exercise of Remedies and Application of Proceeds Clause in Contracts

Exercise of Remedies and Application of Proceeds. So long as any Obligations remain outstanding, the following provisions shall apply: (a) Upon the written request of the Required Holder(s), the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Collateral Documents and which the Required Holder(s) direct it to take under this Agreement, including realization and foreclosure on the Collateral. (b) As between the Holders and the Collateral Agent, the proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to the Collateral Documents shall be governed by this Section 5(b). Any non-cash ------------ proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Holders until later sold or otherwise converted into cash, at which time the Collateral Agent shall apply such cash in accordance with the next sentence of this Section 5(b). The Collateral Agent ------------ shall distribute any cash proceeds net of expenses resulting from liquidation of the Collateral to the Holders, promptly after receipt thereof, on a pro rata basis in accordance with the respective outstanding amounts of the Obligations owed to each. Notwithstanding any other provision hereof, as between the Holders and the Collateral Agent, in the event of any conflict between the terms of this Section 5(b) and the other Collateral Documents, the provisions of this Section ------------ ------- 5(b) shall control. ----

Exercise of Remedies and Application of Proceeds. So long ------------------------------------------------ as any Secured Obligations remain outstandingoutstanding to more than one Beneficiary, the following provisions shall apply: (a) Upon If a Trigger Event shall have occurred and is continuing, upon the written request of the Required Holder(s)Beneficiaries, the Collateral Agent shall render an accounting of the current balance of each Account. (b) If a Trigger Event shall have occurred and is continuing, and only in such event, upon the written request of the Required Beneficiaries the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Collateral Documents this Agreement and which the Required Holder(s) Beneficiaries direct it to take under this Agreement, including realization and foreclosure on the Collateral. (bc) As between If a Trigger Event relating to a default by the Holders Manager under the Management Agreement shall have occurred and is continuing, and GATC is terminated as Manager under the Management Agreement, the Collateral Agent, Agent shall be authorized to send the LockBox Change Notice to the LockBox Bank. (d) The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to the Collateral Documents shall be governed by this Section 5(b4.4(d). Any non-cash ------------ proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Holders Beneficiaries until later sold or otherwise converted into cash, at which time the Collateral Agent shall apply such cash in accordance with the next sentence of this Section 5(b). The Collateral Agent ------------ shall distribute transfer any cash proceeds net of expenses resulting from liquidation of the Collateral to the Holders, promptly after receipt thereof, on a pro rata basis (i) in accordance with Section 3.4 hereof so long as any Lender Loan or Assumed Debt are outstanding and (ii) thereafter, at the respective outstanding amounts direction of the Obligations owed to each. Notwithstanding any other provision hereof, as between the Holders and the Collateral Agent, in the event of any conflict between the terms of this Section 5(b) and the other Collateral Documents, the provisions of this Section ------------ ------- 5(b) shall control. ----Required Beneficiaries.

Exercise of Remedies and Application of Proceeds. So Notwithstanding the provisions of ARTICLE III (The Depositary Accounts) of either Depositary Agreement, so long as any Obligations remain outstandingFinance Liability remains outstanding to more than one Secured Party, the following provisions shall apply: (a) If a Trigger Event shall have occurred and be continuing (subject to the requirement that the Collateral Agent shall have received written notice pursuant to SECTION 4.2(a) (Actions Upon A Trigger Event) hereof), upon the written request of the Required Holder(sSecured Parties, the Collateral Agent, on behalf of the Secured Parties, shall give the Depositary Bank a written notice that a Trigger Event has occurred (the date of such notice, the "TRIGGER EVENT DATE") and direct the Depositary Bank to render an accounting of the current balance of each Depositary Account and of any other monies of Funding Company and each Project Obligor administered by such Depositary Bank. No Secured Party shall be deemed to have knowledge or notice of the occurrence of any Event of Default until such Secured Party has received a written notice of such Event of Default from Funding Company or Project Obligor or any other Person for whom such Secured Party is acting as agent or trustee. (b) If a Trigger Event shall have occurred and be continuing (subject to the requirement that the Collateral Agent shall have received written notice pursuant to SECTION 4.2(a) (Actions Upon A Trigger Event) hereof), and only in such event, upon the written request of the Required Secured Parties, the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, rights and remedies and options which it may have under the Collateral Security Documents and or which the Required Holder(s) Secured Parties direct it to take under this Agreement, including realization and foreclosure on the Collateral; PROVIDED, HOWEVER, that if a bankruptcy event set forth in the Indenture or any other Finance Document in respect of Funding Company or any Project Obligor has caused the Trigger Event, the Collateral Agent shall automatically be authorized to take such action without the written request of the Required Secured Parties. (bc) As between the Holders and the Collateral Agent, the The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to the Collateral Security Documents shall be governed by this Section 5(bSECTION 4.3(c). Any non-cash ------------ proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Holders Secured Parties until later sold or otherwise converted into cash, at which time the Collateral Agent shall apply such cash in accordance with the next sentence of this Section 5(bSECTION 4.3(c). The Collateral Agent ------------ shall distribute transfer any cash proceeds net of expenses resulting from liquidation of the Collateral to the Holders, promptly after receipt thereof, on a pro rata basis applicable Revenue Account from which such proceeds shall be distributed by the Depositary Bank in accordance with the respective outstanding amounts terms and provisions of the Obligations owed applicable Depositary Agreement in the following order of priority: (i) to each. Notwithstanding any other provision hereofthe Bond Trustee, as between the Holders and the Collateral Agent, the Depositary Bank, ratably, an amount equal to all administrative fees, costs, expenses and any other amounts (whether as a result of indemnification or otherwise) due and owing to such parties under the Finance Documents and this Agreement; (ii) to the applicable Secured Parties, ratably, an amount equal to the unpaid amount of all Permitted Indebtedness (other than Subordinated Indebtedness) constituting principal, interest, premium, if any, and fees due and owing to such Secured Parties by Funding Company or such Project Obligor; (iii) to the applicable Secured Parties, ratably, an amount equal to all other unpaid amounts then due and payable in the event respect of all Permitted Indebtedness (other than Subordinated Indebtedness) owed to such Secured Parties; (iv) to Funding Company (or its successors or assigns) or to whomever a court of competent jurisdiction may direct, any surplus remaining after giving effect to clauses (i), (ii) and (iii) above. (d) The proceeds of any conflict between sale, disposition or other realization with respect to Collateral held for the terms benefit of this Section 5(b) and some but not all of the other Secured Parties, if applicable, shall be applied to the payment of obligations owed to the parties for whose benefit the specific Collateral Documents, the provisions of this Section ------------ ------- 5(b) shall control. ----was held.

Exercise of Remedies and Application of Proceeds. So long as ------------------------------------------------ any Secured Obligations remain outstandingoutstanding to more than one Beneficiary, the following provisions shall apply: (a) Upon If a Lease Event of Default shall have occurred and is continuing, upon the written request of the Required Holder(s)Beneficiaries, the Collateral Agent shall render an accounting of the current balance of each Account. (b) If a Lease Event of Default shall have occurred and is continuing, and only in such event, upon the written request of the Required Beneficiaries the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Collateral Documents this Agreement and which the Required Holder(s) Beneficiaries direct it to take under this Agreement, including realization and foreclosure on the Collateral. (bc) As between If a Lease Event of Default relating to a default by the Holders Manager under the Management Agreement shall have occurred and is continuing, and Lessee Parent is terminated as Manager under the Management Agreement, the Collateral Agent, Agent shall be authorized to send the LockBox Change Notice to the LockBox Bank. (d) The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to the Collateral Documents shall be governed by this Section 5(b4.4(d). Any non-cash ------------ proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Holders Beneficiaries until later sold or otherwise converted into cash, at which time the Collateral Agent shall apply such cash in accordance with the next sentence of this Section 5(b). The Collateral Agent ------------ shall distribute transfer any cash proceeds net of expenses resulting from liquidation of the Collateral to the Holders, promptly after receipt thereof, on a pro rata basis (i) in accordance with Section 3.4 hereof so long as any Lender Loan or Assumed Debt are outstanding and (ii) thereafter, at the respective outstanding amounts direction of the Obligations owed to each. Notwithstanding any other provision hereof, as between the Holders and the Collateral Agent, in the event of any conflict between the terms of this Section 5(b) and the other Collateral Documents, the provisions of this Section ------------ ------- 5(b) shall control. ----Required Beneficiaries.

Exercise of Remedies and Application of Proceeds. So long as any Secured Obligations remain outstandingoutstanding to more than one Secured Party, the following provisions shall apply: (a) Upon If a Trigger Event shall have occurred and be continuing, upon the written request of the Required Holder(s)Secured Parties the Collateral Agent, on behalf of the Secured Parties, shall give the Depositary Bank, the Trustee and CE Generation a written notice that a Trigger Event has occurred (the date of such notice, the "Trigger Event Date") and direct the Depositary Bank to render an accounting of the current balance of each Account and of any other monies of the Obligor Parties administered by the Depositary Bank. No Secured Party shall be deemed to have knowledge or notice of the occurrence of any Event of Default until such Secured Party has received written notice of such Event of Default from CE Generation, the Collateral Agent, any other Secured Party or any Person for whom such Secured Party is acting as agent or trustee. (b) If a Trigger Event shall have occurred and be continuing, and only in such event, upon the written request of the Required Secured Parties the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Collateral Security Documents and which the Required Holder(s) Secured Parties direct it to take under this Agreement, including realization and foreclosure on the Collateral; provided, however, that if a bankruptcy event set forth in clause (e) or (f) of Section 6.1 of the Indenture in respect of any Obligor Party has caused the Trigger Event, the Collateral Agent shall automatically be authorized to take such action without the written request of the Required Secured Parties. (bc) As between the Holders and the Collateral Agent, the The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to the Collateral Security Documents shall be governed by this Section 5(b6(c). Any non-cash ------------ proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Holders Secured Parties until later sold or otherwise converted into cash, at which time the Collateral Agent shall apply such cash in accordance with the next sentence of this Section 5(b6(c). The Collateral Agent ------------ shall distribute transfer any cash proceeds net of expenses resulting from liquidation of the Collateral to the Holders, promptly after receipt thereof, on a pro rata basis Depositary Bank which shall be distributed by the Depositary Bank in accordance with the respective outstanding amounts Section 3.10(c) of the Obligations owed Depositary Agreement pursuant to each. Notwithstanding any other provision hereofan Allocation Certificate in the form of Schedule 6c delivered to the Collateral Agent by the Required Secured Parties in the following order of priority: (i) to the Trustee, as between the Holders Debt Service Reserve LOC Provider, the Collateral Agent and the Collateral AgentDepositary Bank, in the event of any conflict between the terms of ratably, all Administrative Costs due and payable to such parties under this Section 5(b) Agreement and the other Collateral Financing Documents; (ii) to the Secured Parties, ratably, an amount equal to the unpaid amount of all Secured Obligations constituting principal, interest, premium (if any) and fees (including commitment fees and fronting fees, if any, due and owing in respect of the Debt Service Reserve Letter of Credit) due and payable to the Secured Parties; (iii) to the Secured Parties, ratably, an amount equal to the unpaid amount of all other Secured Obligations due and payable to the Secured Parties; and (iv) to the Obligor Parties or their respective successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, any surplus remaining after giving effect to clauses (i) through (iii) immediately above. At the time the distribution is to be made pursuant to clause (ii) above, the provisions Collateral Agent will set aside available monies (on a ratable basis with such distribution) in a separate interest-bearing trust account in an amount up to the then outstanding amount of this Section ------------ ------- 5(bthe Debt Service Reserve Letter of Credit (which outstanding amount of Debt Service Reserve Letter of Credit shall be calculated after giving effect to the redemption of Securities from such distribution in clause (ii) above). Upon a subsequent draw on the Debt Service Reserve Letter of Credit, the Collateral Agent will as soon as practicable transfer monies from the separate account to the Debt Service Reserve LOC Provider up to the amount so drawn, to the extent not reimbursed, on such Debt Service Letter of Credit. Upon an expiration or termination of the Debt Service Letter of Credit, monies in such separate account collateralizing such Debt Service Reserve Letter of Credit shall controlbe released and applied as set forth above in clauses (ii), (iii) and (iv) above. ----The proceeds of any sale, disposition or other realization with respect to Collateral held for the benefit of some but not all of the Secured Parties shall be applied to the payment of obligations owed to the Secured Parties for whose benefit the specific Collateral was held.

Exercise of Remedies and Application of Proceeds. So Notwithstanding the provisions of Article 6 of the Indenture, so long as any Obligations remain outstandingFinance Liability remains outstanding to more than one Secured Party, the following provisions shall apply: (a) Upon If a Trigger Event shall have occurred and be continuing (subject to the requirement that the Collateral Agent shall have received written notice pursuant to Section 5.2(a)), upon the written request of the Required Holder(sSecured Parties, the Collateral Agent, on behalf of the Secured Parties, shall give the Depositary Bank a written notice that a Trigger Event has occurred (the date of such notice, the "Trigger Event Date") and direct the Depositary Bank to render an accounting of the current balance of each Depositary Account and of any other Monies of the Issuer, the Subsidiary Guarantor and any Additional Guarantor administered by such Depositary Bank. No Secured Party shall be deemed to have knowledge or notice of the occurrence of any Event of Default until such Secured Party has received a written notice of such Event of Default from the Issuer, the Subsidiary Guarantor, an Additional Guarantor or any other Person for whom such Secured Party is acting as agent or trustee. (b) If a Trigger Event shall have occurred and be continuing (subject to the requirement that the Collateral Agent shall have received written notice pursuant to Section 5.2(a)), and only in such event, upon the written request of the Required Secured Parties, the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Collateral Security Documents and or which the Required Holder(s) Secured Parties direct it to take under this Agreement, including realization and foreclosure on the Collateral. (b) As between ; provided, however, that if a bankruptcy event set forth in the Holders and the Collateral AgentIndenture, the proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral Working Capital Facility or any portion thereof pursuant to the Collateral Documents shall be governed by this Section 5(b). Any non-cash ------------ proceeds resulting from such liquidation other Finance Document in respect of the Collateral shall be held by the Collateral Agent for the benefit of the Holders until later sold or otherwise converted into cash, at which time the Collateral Agent shall apply such cash in accordance with the next sentence of this Section 5(b). The Collateral Agent ------------ shall distribute any cash proceeds net of expenses resulting from liquidation of the Collateral to the Holders, promptly after receipt thereof, on a pro rata basis in accordance with the respective outstanding amounts of the Obligations owed to each. Notwithstanding any other provision hereof, as between the Holders and the Collateral Agent, in the event of any conflict between the terms of this Section 5(b) and the other Collateral DocumentsIssuer, the provisions of this Section ------------ ------- 5(b) shall control. ----Subsidiary Guarantor or any Additional Guarantor has caused the Trigger Event, the

Exercise of Remedies and Application of Proceeds. So long as any Obligations remain outstanding, the following provisions shall apply: (a) 2.7.1 Upon the written request Collateral Agent serving a notice of default to the Required Holder(s)Pledgor and at all times thereafter, provided that a non-remedied breach exists under the Note Purchase Agreement and following the end of any applicable remedy periods, the Collateral Agent shall be authorized entitled to take any enforce sale of all or part of the Security Assets in accordance with the mandatory provisions of the Enforcement Act. The Collateral Agent and the Pledgor may agree to sell all actions or part of the Shares in another way than described in the Enforcement Act. 2.7.2 For the purpose of enforcing the security created by this Share Pledge Agreement and to exercise any and all rights, remedies and options which it may have under the Collateral Documents and which the Required Holder(s) direct it to take under this Agreement, including realization and foreclosure on the Collateral. (b) As between the Holders and the Collateral Agentextent permitted by law, the proceeds of any sale, disposition or other realization or foreclosure by Pledgor irrevocably authorises and empowers the Collateral Agent upon the serving of a notice of default, where as a non-remedied breach exists under the Note Purchase Agreement and in accordance with Clause 2.7.1, to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the Security Assets in accordance with this Share Pledge Agreement, including but not limited to attend all general meetings of the Target Companies as the Pledgor's representative and to vote at such general meeting for all shares owned by the Pledgor. The power of attorney set out in this Clause 2.7.2 shall be valid for as long as this Share Pledge Agreement remains in force. 2.7.3 The Collateral Agent shall not be liable for any loss arising from or in connection with the enforcement of its rights under this Share Pledge Agreement or the realisation of the Shares or any portion part thereof pursuant to except in case of gross negligence or wilful misconduct. In no case shall the Collateral Documents shall be governed by this Section 5(b). Any non-cash ------------ proceeds resulting from such liquidation of the Collateral shall Agent be held responsible for any indirect damage or consequential loss. 2.7.4 All reasonable costs and expenses (including, but not limited to, legal fees) incurred by the Collateral Agent for in connection with the benefit enforcement of the Holders until later sold or otherwise converted into cash, at which time security created by this Share Pledge Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Collateral Agent harmless in respect of such costs and expenses. All costs and expenses shall apply such cash be included in the Secured Obligations. 2.7.5 All moneys received by the Collateral Agent; or its designee, in exercise of the rights, powers and remedies under this Share Pledge Agreement or by law shall be applied by the Collateral Agent in discharge of Secured Obligations in accordance with the next sentence of this Section 5(b). The Collateral Agent ------------ shall distribute any cash proceeds net of expenses resulting from liquidation provisions of the Collateral Note Purchase Agreement. When all obligations secured by this Share Pledge Agreement have been fully and irrevocably discharged, the surplus (if any) shall be paid to the HoldersPledgor. 2.7.6 The Pledgor hereby irrevocably and unconditionally undertakes to refrain from making use of any pre-emption rights or rights of first refusal under the Articles of Association or any other such right pursuant to any agreement or under any law, promptly after receipt thereof, on a pro rata basis in accordance with relation to or following the respective outstanding amounts sale of the Obligations owed Security Assets or any of them pursuant to each. Notwithstanding any other provision hereof, as between the Holders and the Collateral Agent, in the event of any conflict between the terms of this Section 5(b) and the other Collateral Documents, the provisions of this Section ------------ ------- 5(b) shall control. ----Share Pledge Agreement.

Exercise of Remedies and Application of Proceeds. So Notwithstanding the provisions of ARTICLE 3 (The Funds) of this Agreement, so long as any Obligations remain outstandingFinance Liability remains outstanding to more than one Senior Party, the following provisions shall apply: (a) If a Trigger Event shall have occurred and be continuing (subject to the requirement that the Collateral Agent shall have received written notice pursuant to SECTION 5.2(A) (Actions Upon a Trigger Event) hereof), upon the written request of the Required Holder(sSenior Parties, the Collateral Agent, on behalf of the Senior Parties, shall give the Depositary Bank a written notice that a Trigger Event has occurred (the date of such notice, the "TRIGGER EVENT DATE") and direct the Depositary Bank to render an accounting of the current balance of each Fund and of any other monies of the Partnership and the Authority administered by such Depositary Bank. No Senior Party shall be deemed to have knowledge or notice of the occurrence of any Event of Default until such Senior Party has received a written notice of such Event of Default from the Partnership or any other Person for whom such Senior Party is acting as agent or trustee. (b) If a Trigger Event shall have occurred and be continuing (subject to the requirement that the Collateral Agent shall have received written notice pursuant to SECTION 5.2(A) (Actions Upon a Trigger Event) hereof), and only in such event, upon the written request of the Required Senior Parties, the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under the Collateral Security Documents and which the Required Holder(s) Senior Parties direct it to take under this Agreement, including realization and foreclosure on the Collateral; PROVIDED, HOWEVER, that if a Bankruptcy Event set forth in the Common Agreement or any other Financing Document in respect of the Partnership or the Authority has caused the Trigger Event, the Collateral Agent shall automatically be authorized to take such action without the written request of the Required Senior Parties. (bc) As between the Holders and the Collateral Agent, the The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to the Collateral Security Documents shall be governed by this Section 5(bSECTION 5.3(C). Any non-cash ------------ proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Holders Senior Parties until later sold or otherwise converted into cash, at which time the Collateral Agent shall apply such cash in accordance with the next sentence of this Section 5(bSECTION 5.3(C). The Collateral Agent ------------ shall distribute transfer any cash proceeds net of reasonable expenses resulting from liquidation of the Collateral to the Holders, promptly after receipt thereof, on a pro rata basis Revenue Fund which proceeds shall be distributed by the Collateral Agent in accordance with the respective outstanding amounts terms and provisions of this Agreement in the Obligations owed following order of priority: (i) to each. Notwithstanding any other provision hereof, as between the Holders and Debt Service Fund for payment to the Collateral Agent, the Authority Trustee, the DSR LOC Agent, the PPA LOC Agent, the Depositary Bank, any agent or representative of Other Senior Debt, and the Trustee, ratably, an amount equal to all Collateral Agent Claims, Authority Trustee Claims, DSR LOC Agent Claims, PPA LOC Agent Claims, Depositary Bank Claims, Other Senior Debt Agent Claims and Trustee Claims, respectively, due and owing to such parties under the Financing Documents and this Agreement; (ii) to the Debt Service Fund for payment to the Senior Parties, ratably, an amount equal to the unpaid amount of all Senior Debt constituting principal, interest, premium, if any, and fees due and owing to the Senior Parties by the Partnership; (iii) to the Debt Service Fund for payment to the Senior Parties, ratably, an amount equal to all other unpaid amounts then due and payable in respect of all Senior Debt owed to such Senior Parties; (iv) to the event Subordinated Debt Account for payment to the holders of Third Party Subordinated Debt, ratably, an amount equal to the unpaid amount of all Third Party Subordinated Debt due and owing to such holders; and (v) to the Partnership (or its successors or assigns) or to holders of Affiliate Subordinated Debt or to whomever a court of competent jurisdiction may direct, any surplus remaining after giving effect to clauses (i), (ii), (iii) and (iv) above. At the time the distribution is to be made pursuant to clause (ii) above, the Collateral Agent shall set aside available monies (on a ratable basis with such distribution) in a separate interest-bearing trust account in an amount up to the then outstanding aggregate amount of the DSR LOC and the PPA LOC (which outstanding aggregate amount of the DSR LOC shall be calculated after giving effect to the redemption of Bonds from such distribution in clause (ii) above). Upon a subsequent draw on the DSR LOC or the PPA LOC, as the case may be, the Collateral Agent shall as soon as practicable transfer monies from the separate account to the DSR LOC Agent or the PPA LOC Agent, as the case may be, up to the amount so drawn, to the extent not reimbursed, on such DSR LOC or PPA LOC. Upon an expiration or termination of the DSR LOC or the PPA LOC, as the case may be, monies in such separate account collateralizing such DSR LOC or such PPA LOC, as the case may be, shall be released and applied as set forth above in clauses (ii), (iii), (iv) and (v) above. (d) The proceeds of any conflict between sale, disposition or other realization with respect to Collateral held for the terms benefit of this Section 5(b) and some but not all of the other Senior Parties, if applicable, shall be applied to the payment of obligations owed to the parties for whose benefit the specific Collateral Documents, the provisions of this Section ------------ ------- 5(b) shall control. ----was held.