Common use of Partial Vessel Sales Clause in Contracts

Partial Vessel Sales. The Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Indenture Document, including without limitation, the terms of this Indenture and the Collateral Agreements; provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Noteholder Collateral Agent receives any amount in payment or on account of any Note Obligations and the Noteholder Collateral Agent pays or distributes to the Vessel Minority Interest Owner all or part of such amount by reason of the immediately succeeding clause (i) or (ii) below, then each Grantor shall be and remain liable to the Third Lien Secured Parties for, and the Note Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Noteholder Collateral Agent, and any guarantee of the Note Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing: (i) upon the occurrence of any Event of Loss in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Noteholder Collateral Agent, notwithstanding the redemption provisions set forth under Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”) to the contrary, the Noteholder Collateral Agent shall distribute such Event of Loss Proceeds, subject to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, as follows: (A) first, subject to the Third Lien Intercreditor Agreement, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Noteholder Collateral Agent and any other Agent or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; (B) second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), to the extent such amounts have not been previously paid, to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner; (C) third, prior to discharge of the Senior Secured Note Obligations, any remaining balance of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), to the Second Lien Secured Parties; (D) fourth, any remaining balance of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A), (B) and (C), to the Trustee; and (E) fifth, any surplus proceeds then remaining after the distributions set forth in subclauses (A), (B), (C) and (D) will be returned to the applicable Grantor or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; (ii) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Holder shall explicitly acknowledge to the Noteholder Collateral Agent that the Vessel Minority Interest Holder takes such interest subject to the relevant Ship Mortgage; (iii) no provision of any Indenture Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iii) shall be subject to the immediately preceding clauses (i) and (ii) and shall not modify or limit the application of any provision of any Indenture Document.

Partial Vessel Sales. The Upon and after receipt of the Requisite Consents, the Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Indenture Pari Passu Document, including without limitation, the terms of this Indenture Agreement and the Collateral Agreements; provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Noteholder Pari Passu Collateral Agent receives any amount in payment or on account of any Note Pari Passu Secured Obligations and the Noteholder Pari Passu Collateral Agent pays or distributes to the Vessel Minority Interest Owner Holder all or part of such amount by reason of the immediately succeeding clause (i) or (ii) below, then each Grantor shall be and remain liable to the Third Lien Pari Passu Secured Parties for, and the Note Pari Passu Secured Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Noteholder Pari Passu Collateral Agent, and any guarantee of the Note Pari Passu Secured Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing: (i) upon the occurrence of any Event of Loss (however defined in any Pari Passu Document) in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Noteholder Pari Passu Collateral Agent, notwithstanding the redemption provisions set forth under in Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”2.06(c) or the equivalent redemption or repayment provisions in any other Pari Passu Document to the contrary, the Noteholder Pari Passu Collateral Agent shall distribute such Event of Loss Proceeds, subject to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, Proceeds as follows: : (A) first, subject to the Third Lien Intercreditor Agreement, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Noteholder Pari Passu Collateral Agent and any other Agent (which, for the purpose of this Schedule only, shall have the meaning given to such term in the Intercreditor Agreement) or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and (B) second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), to the extent such amounts have not been previously paid, (1) to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the Intercreditor Agreement; (ii) upon any exercise of rights and remedies by the Pari Passu Collateral Agent or any other Pari Passu Secured Party pursuant to applicable law or any Pari Passu Document with respect to the applicable Vessel or the proceeds thereof, the Pari Passu Collateral Agent shall distribute the proceeds of any Shared Payments received in respect thereof as follows: (A) first, to the payment in full of (x) all obligations secured by liens and encumbrances existing on or with respect to such Vessel (other than the relevant Ship Mortgage) and (y) all other obligations having priority to the relevant Ship Mortgage under applicable law; (B) second, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Pari Passu Collateral Agent and all fees owed to it in connection with such collection or sale or otherwise in connection with the Intercreditor Agreement or any other Pari Passu Document (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and (C) third, prior to discharge of with the Senior Secured Note Obligations, any remaining balance of the applicable Event of Loss Proceeds Shared Payments after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), (1) to such Vessel Minority Interest Owner, in an amount equal to the Second Lien product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties; , in an amount equal to the product of (Dx) fourth, any such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A), (B) and (C), to the Trustee; and (E) fifth, any surplus proceeds then remaining after the distributions set forth in subclauses (A), (B), (C) and (D) will be returned to the applicable Grantor or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directIntercreditor Agreement; (iiiii) any bill xxxx of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Holder Owner shall explicitly acknowledge to the Noteholder Pari Passu Collateral Agent that the Vessel Minority Interest Holder Owner takes such interest subject to the relevant Ship Mortgage;; and (iiiiv) no provision of any Indenture Pari Passu Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iiiiv) shall be subject to the immediately preceding foregoing clauses (i) and through (iiiii) and shall not modify or limit the application of any provision of any Indenture Pari Passu Document.

Partial Vessel Sales. The Upon and after receipt of the Requisite Consents, the Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Indenture Pari Passu Document, including without limitation, the terms of this the Indenture and the Collateral Agreements; provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Noteholder Pari Passu Collateral Agent receives any amount in payment or on account of any Note Pari Passu Obligations and the Noteholder Pari Passu Collateral Agent pays or distributes to the Vessel Minority Interest Owner all or part of such amount by reason of the immediately succeeding clause (i) or (ii) below, then each Grantor shall be and remain liable to the Third Lien Pari Passu Secured Parties for, and the Note Pari Passu Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Noteholder Pari Passu Collateral Agent, and any guarantee of the Note Pari Passu Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing: (i) upon the occurrence of any Event of Loss (however defined in any Pari Passu Document) in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Noteholder Pari Passu Collateral Agent, notwithstanding the redemption provisions set forth under Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”) or the equivalent redemption or repayment provisions in any other Pari Passu Document to the contrary, the Noteholder Pari Passu Collateral Agent shall distribute such Event of Loss Proceeds, subject to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, Proceeds as follows: (A) first, subject to the Third Lien Intercreditor Agreement, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Noteholder Pari Passu Collateral Agent and any other Agent or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and (B) second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), to the extent such amounts have not been previously paid, (1) to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the Intercreditor Agreement; (ii) upon any exercise of rights and remedies by the Pari Passu Collateral Agent or any other Pari Passu Secured Party pursuant to applicable law or any Pari Passu Document with respect to the applicable Vessel or the proceeds thereof, the Pari Passu Collateral Agent shall distribute the proceeds of any Shared Payments received in respect thereof as follows: (A) first, to the payment in full of (x) all obligations secured by liens and encumbrances existing on or with respect to such Vessel (other than the relevant Ship Mortgage) and (y) all other obligations having priority to the relevant Ship Mortgage under applicable law; (B) second, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Pari Passu Collateral Agent and all fees owed to it in connection with such collection or sale or otherwise in connection with the Intercreditor Agreement or any other Pari Passu Document (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; and (C) third, prior to discharge of with the Senior Secured Note Obligations, any remaining balance of the applicable Event of Loss Proceeds Shared Payments after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), (1) to such Vessel Minority Interest Owner, in an amount equal to the Second Lien product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner and (2) to the Pari Passu Secured Parties; , in an amount equal to the product of (Dx) fourth, any such remaining balance and (y) the percentage of ownership interest in the applicable Vessel not owned by such Vessel Minority Interest Owner, to be distributed in accordance with the terms of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A), (B) and (C), to the Trustee; and (E) fifth, any surplus proceeds then remaining after the distributions set forth in subclauses (A), (B), (C) and (D) will be returned to the applicable Grantor or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directIntercreditor Agreement; (iiiii) any bill xxxx of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Holder Owner shall explicitly acknowledge to the Noteholder Pari Passu Collateral Agent that the Vessel Minority Interest Holder Owner takes such interest subject to the relevant Ship Mortgage;; and (iiiiv) no provision of any Indenture Pari Passu Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iiiiv) shall be subject to the immediately preceding clauses (i) and through (iiiii) and shall not modify or limit the application of any provision of any Indenture Pari Passu Document.

Partial Vessel Sales. The Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Indenture Document, including without limitation, the terms of this Indenture and the Collateral Agreements; provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Noteholder Collateral Agent receives any amount in payment or on account of any Note Obligations and the Noteholder Collateral Agent pays or distributes to the Vessel Minority Interest Owner all or part of such amount by reason of the immediately succeeding clause (i) or (ii) below, then each Grantor shall be and remain liable to the Third Second Lien Secured Parties for, and the Note Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Noteholder Collateral Agent, and any guarantee of the Note Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing: (i) upon the occurrence of any Event of Loss in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Noteholder Collateral Agent, notwithstanding the redemption provisions set forth under Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”) to the contrary, the Noteholder Collateral Agent shall distribute such Event of Loss Proceeds, subject to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, Agreements as follows: (A) first, subject to the Third Lien Intercreditor Agreement, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Noteholder Collateral Agent and any other Agent or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; (B) second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), to the extent such amounts have not been previously paid, to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner; (C) third, prior to discharge of the Senior Secured Note Obligations, third any remaining balance of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), to the Second Lien Secured Parties; Parties and (D) fourthfourth prior to the discharge of the Secured Convertible Obligations, any remaining balance of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A), (B) and (C), to the Secured Convertible Notes Trustee; and (E) fifth, any surplus proceeds then remaining after the distributions set forth in subclauses (A), (B), (C) and (D) will be returned to the applicable Grantor or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; (ii) any bill of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Holder shall explicitly acknowledge to the Noteholder Collateral Agent that the Vessel Minority Interest Holder takes such interest subject to the relevant Ship Mortgage;; and (iii) no provision of any Indenture Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iii) shall be subject to the immediately preceding clauses (i) and (ii) and shall not modify or limit the application of any provision of any Indenture Document.

Partial Vessel Sales. The Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Indenture Document, including without limitation, the terms of this Indenture and the Collateral Agreements; provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Noteholder Collateral Agent receives any amount in payment or on account of any Note Obligations and the Noteholder Collateral Agent pays or distributes to the Vessel Minority Interest Owner all or part of such amount by reason of the immediately succeeding clause (i) or (ii) below, then each Grantor shall be and remain liable to the Third Lien Secured Parties for, and the Note Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Noteholder Collateral Agent, and any guarantee of the Note Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing: (i) upon the occurrence of any Event of Loss in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Noteholder Collateral Agent, notwithstanding the redemption provisions set forth under Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”) to the contrary, the Noteholder Collateral Agent shall distribute such Event of Loss Proceeds, subject to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, as follows: (A) first, subject to the Third Lien Intercreditor Agreement, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Noteholder Collateral Agent and any other Agent or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; (B) second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), to the extent such amounts have not been previously paid, to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner; (C) third, prior to discharge of the Senior Secured Note Obligations, any remaining balance of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), to the Second Lien Secured Parties; (D) fourth, any remaining balance of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A), (B) and (C), to the Trustee; and (E) fifth, any surplus proceeds then remaining after the distributions set forth in subclauses (A), (B), (C) and (D) will be returned to the applicable Grantor or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; (ii) any bill xxxx of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Holder shall explicitly acknowledge to the Noteholder Collateral Agent that the Vessel Minority Interest Holder takes such interest subject to the relevant Ship Mortgage; (iii) no provision of any Indenture Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iii) shall be subject to the immediately preceding clauses (i) and (ii) and shall not modify or limit the application of any provision of any Indenture Document.

Partial Vessel Sales. The Grantors are permitted from time to time to sell, convey or otherwise transfer to another Person (the “Vessel Minority Interest Owner”) partial interests in a Vessel, subject to the terms and conditions set forth in the applicable Indenture Document, including without limitation, the terms of this Indenture and the Collateral Agreements; provided that, in any event, such sale, conveyance, or transfer shall be subject to the Ship Mortgage with respect to such Vessel. If the Noteholder Collateral Agent receives any amount in payment or on account of any Note Obligations and the Noteholder Collateral Agent pays or distributes to the Vessel Minority Interest Owner all or part of such amount by reason of the immediately succeeding clause (i) or (ii) below, then each Grantor shall be and remain liable to the Third Second Lien Secured Parties for, and the Note Obligations shall not be reduced by, the amount so paid or distributed to the same extent as if such amount had never originally been received by the Noteholder Collateral Agent, and any guarantee of the Note Obligations with respect to such amount shall continue to be effective or be reinstated, as the case may be, all as if such payment or distribution had not occurred. In connection with the foregoing: (i) upon the occurrence of any Event of Loss in respect of the applicable Vessel and the receipt of Event of Loss Proceeds by the Noteholder Collateral Agent, notwithstanding the redemption provisions set forth under Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”) to the contrary, the Noteholder Collateral Agent shall distribute such Event of Loss Proceeds, subject to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, Agreements as follows: (A) first, subject to the Third Lien Intercreditor Agreement, to the payment of all unpaid fees, expenses, reimbursements and indemnification amounts owed to the Noteholder Collateral Agent and any other Agent or Authorized Representative and all fees owed to any of them in connection with the collection of such proceeds (regardless of whether allowed or allowable as a claim in any bankruptcy proceeding), pro rata in accordance with the relative amounts thereof on the date of any payment or distribution; (B) second, with the remaining balance of the applicable Event of Loss Proceeds after giving effect to the distribution set forth in the immediately preceding subclause (A), to the extent such amounts have not been previously paid, to such Vessel Minority Interest Owner, in an amount equal to the product of (x) such remaining balance and (y) the percentage of ownership interest in the applicable Vessel of the Vessel Minority Interest Owner; (C) third, prior to discharge of the Senior Secured Note Obligations, third any remaining balance of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A) and (B), to the Second Lien Secured Parties; Parties and (D) fourthfourth prior to the discharge of the Secured Convertible Obligations, any remaining balance of the applicable Event of Loss Proceeds after giving effect to the distributions set forth in the immediately preceding subclauses (A), (B) and (C), to the Secured Convertible Notes Trustee; and (E) fifth, any surplus proceeds then remaining after the distributions set forth in subclauses (A), (B), (C) and (D) will be returned to the applicable Grantor or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; (ii) any bill xxxx of sale or other instrument of partial transfer shall state on its face that the interest transferred to the Vessel Minority Interest Owner is subject to the lien of the relevant Ship Mortgage, and the Vessel Minority Interest Holder shall explicitly acknowledge to the Noteholder Collateral Agent that the Vessel Minority Interest Holder takes such interest subject to the relevant Ship Mortgage;; and (iii) no provision of any Indenture Document shall limit or otherwise prohibit or restrict such Grantor’s ability to distribute to such Vessel Minority Interest Owner its pro rata share of revenue, earnings or other distributions due and owing and made in respect of such Vessel; provided that this clause (iii) shall be subject to the immediately preceding clauses (i) and (ii) and shall not modify or limit the application of any provision of any Indenture Document.