Common use of Priorities Clause in Contracts

Priorities. (a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee or any Agent collects any money pursuant to this Article Six6, it shall pay out the money in the following order: First: : (i) to the Trustee, its such Agent, their agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.06 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: and (iii) to the Company Issuer or to such party as a court of competent jurisdiction shall direct. (b) direct including a Guarantor, if applicable. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money or other property pursuant to this Article Six, it shall pay out the money and other property in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee or any Agent collects any money or property pursuant to this Article SixVI, it shall pay out the money or property in the following order: First: : (i) to the Trustee, its such Agent, their agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: and (iii) to the Company Issuer or to such party as a court of competent jurisdiction shall direct. (b) , including a Guarantor, if applicable. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.12.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six6, it shall pay out the money or property in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, interest premium and premiumAdditional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest premium and premiumAdditional Interest, if any, and interest, respectively; and Third: to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, interest and premiumAdditional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, interest and premiumAdditional Interest, if any, respectively; and Third: to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six6, it shall pay out the such money or property in the following order: First: : (i) to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: and (iii) to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) direct including Holdings or a Note Guarantor, if applicable. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Sixwith respect to a series of Notes, it shall pay out the money in the following order: First: to the Trustee, its the Agents, their respective agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee or Agents and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for such series for amounts due and unpaid on the Notes of such series for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes of such series for principal, interest and premium, if any, and interest (or the Yield to Maturity, in the case of an Discount Note), respectively; and Third: to the Company Issuer or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and interest and premium(including Additional Interest, if any), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and interest and premium(including Additional Interest, if any), respectively; and Third: to the Company Issuers or the Subsidiary Guarantors or to such other party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee or any Agent collects any money pursuant to this Article Six, 6 it shall pay out the money in the following order: First: to : (a) To the Trustee, its their agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.06 hereof, including payment of all compensation, expense expenses (including without limitation, reasonable legal fees and expenses) and liabilities incurred, and all advances made, by the Trustee or any Agent and the Trustee’s costs and expenses of collection; Second: ; (b) to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: and (c) to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) direct including a Guarantor, if applicable. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six, it and after an Event of Default any money or other property distributable in respect of the Issuer’s or Guarantors’ obligations under this Indenture, such money or property shall pay be paid out the money or distributed in the following order: FirstFIRST: to the Trustee, its agents and attorneys any predecessor Trustee for amounts due under Section 607 of the Base this Indenture (in their capacity as it relates to the Notessuch), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collectionSection 7.07; SecondSECOND: to Holders of Notes Noteholders for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, respectivelyNotes; and ThirdTHIRD: to the Company or Issuer or, to the extent the Trustee collects any amount from any Guarantor, to such party as a court of competent jurisdiction shall direct. (b) Guarantor. The Trustee may fix a record date and payment date for any payment to Holders of Notes Noteholders pursuant to this Section 6.106.11.

Priorities. (a) If the Trustee collects After an Event of Default, any money pursuant to or other property distributable in respect of the Company’s obligations under this Article Six, it Indenture shall pay out the money be paid in the following order: First: to the Trustee (including any predecessor Trustee), its their respective agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.06, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principalprincipal amount, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principalprincipal amount, interest and premium, if anyany and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) direct in writing. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six6, it shall pay out the money and property in the following order: First: to the Trustee, its agents (including, without limitation, the Agents) and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all reasonable compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes Securities of any Series for amounts due and unpaid on the Notes such Securities for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes such Securities for principal, interest and premium, if anyany and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes Securities pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Sixwith respect to a series of Notes, it shall pay out the money in the following order: First: to the Trustee, its the Agents, their respective agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee or Agents and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for such series for amounts due and unpaid on the Notes of such series for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes of such series for principal, interest and premium, if any, and interest (or the Yield to Maturity, in the case of an Discount Note), respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money with respect to the Notes pursuant to this Article Six6, it shall pay out the money in the following order: : (a) First: to the Trustee, its agents and attorneys Trustee for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.7, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee Trustee, and the Trustee’s costs and expenses of collection; ; (b) Second: to Holders holders of Senior Indebtedness to the extent required by Article 11; (c) Third: to holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Thirdand (d) Fourth: to the Company or to such party Company. Except as a court of competent jurisdiction shall direct. (b) The otherwise provided in Section 2.12, the Trustee may fix a record date and payment date for any payment to Holders holders of Notes pursuant to this Section 6.10Notes.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six6, it shall pay out the money or property in the following order: First: : (i) to the Trustee, its the Notes Collateral Agent, their agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: and (iii) to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) , including a Guarantor, if applicable. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, interest interest, premium, and premiumAdditional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest interest, premium and premiumAdditional Interest, if any, respectively; and Third: to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six6 with respect to Securities of any series, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes Securities of such series for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes Securities of such series for principal, interest and premium, if any, and interest, respectively; and Third: to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: subject to the provisions of Article 10 hereof, to Holders of Notes for amounts due and unpaid on the Notes for principal, interest premium and premiumSpecial Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest premium and premiumSpecial Interest, if anyany and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys Trustee for all amounts due under Section 607 of the Base Indenture (as it relates 7.07 and any receiver, manager, administrative receiver, liquidator or agent appointed subject to the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collectionthis Indenture; Second: to Holders of Notes for amounts then due and unpaid on the Notes for principalprincipal of, interest and premium, if any, interest and Additional Interest, if any, on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on the such Notes for principal, premium, if any, interest and premiumAdditional Interest, if any, respectively; and Third: to the Company Issuer or to such party as a court of competent jurisdiction shall may direct. (b) . The Trustee Trustee, upon prior written notice to the Issuer, may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee or any Agent collects any money pursuant to this Article Six6, it shall pay out the money in the following order: First: : (a) First to the Trustee, its the Agents, their agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the Trustee’s costs and expenses of collection; Second: ; (b) Second to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: and (c) Third to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) direct including a Guarantor, if applicable. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, subject to the Intercreditor Agreements, it shall pay out the money in the following order: : (1) First: to the Trustee, Trustee and its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.06, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; collection incurred by the Trustee; (2) Second: to the Holders of Notes for amounts due and unpaid on the Notes for principal, interest premium, if any, and premiuminterest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest premium, if any, and premiuminterest, if any, respectively; and and (3) Third: to the Company or to such party other Person as a court of competent jurisdiction shall direct. (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixVI with respect to Securities of a Series, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes Securities of such Series for amounts due and unpaid on the Notes Securities of such Series for principalprincipal of, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes Securities of such Series for principalprincipal of, interest and premium, if any, and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six6, it shall pay out the money in the following order: First: : (i) to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of the applicable series of Notes for amounts due and unpaid on the such Notes or such series of Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the such Notes or such series of Notes for principal, interest and premium, if any, and interest, respectively; and Third: and (iii) to the Company Issuer or to such party as a court of competent jurisdiction shall direct. (b) , if applicable. The Trustee may fix a record date Record Date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six6, it shall pay out the money in the following order: First: : (a) to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: ; (b) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and premiumAdditional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and premiumAdditional Interest, if any, respectively; and Third: and (c) to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six, it shall shall, subject to the terms of the Intercreditor Agreement, pay out the money in the following order: First: to the Trustee, its agents the Collateral Agent, the Paying Agent and attorneys the Registrar for amounts due under Section 607 of the Base Indenture (as it relates to the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection7.07; Second: if the Holders are forced to proceed against the Company directly without the Trustee, to Holders of Notes for their collection costs; Third: to Holders for amounts due and unpaid on the Notes for principal, interest principal and premium, if anyinterest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest principal and premium, if anyinterest, respectively; and ThirdFourth: to the Company or to such party any other obligor on the Notes, as their interests may appear, or as a court of competent jurisdiction shall may direct. (b) . The Trustee Trustee, upon prior notice to the Company, may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.11.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six6, it shall pay out the money or property in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: on a pro rata basis to the Holders of Notes of a series for the amounts due and unpaid on the each series of Notes for principal, interest principal and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes of such series for principal, interest principal and premium, if any, and interest, respectively; and Third: to the Company Issuer or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six5 with respect to a particular series of Securities, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)6.07, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of such collection; Second: to Holders of Notes such Securities for amounts due and unpaid on the Notes Securities of such series for principal, interest premium, if any, and premiuminterest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes Securities of such series for principal, interest premium, if any, and premiuminterest, if any, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.105.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and -60- liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: subject to the provisions of Article 10 hereof, to Holders of Notes for amounts due and unpaid on the Notes for principal, interest premium and premiumSpecial Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest premium and premiumSpecial Interest, if anyany and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six6, it shall pay out the money in the following order: First: : (i) to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of the applicable series of Notes for amounts due and unpaid on the such Notes or such series of Notes for principal, interest and premium, if any, Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the such Notes or such series of Notes for principal, interest and premium, if any, Special Interest, if any, and interest, respectively; and Third: and (iii) to the Company Covenant Parent, an Issuer or to such party as a court of competent jurisdiction shall direct. (b) , including a Guarantor, if applicable. The Trustee may fix a record date Record Date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six6, it shall pay out the money in the following order: First: : (a) to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: ; (b) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and premiumAdditional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and premiumAdditional Interest, if any, respectively; and Third: and (c) to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys Trustee for all amounts due under Section 607 of the Base Indenture (as it relates 7.07 and any receiver, manager, administrative receiver, liquidator or agent appointed subject to the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collectionthis Indenture; Second: to Holders of Notes for amounts then due and unpaid on the Notes for principalprincipal of, interest and premium, if any, and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on the such Notes for principal, interest and premium, if any, and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall may direct. (b) . The Trustee Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: : (i) to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and Special Interest, if any, and interest, respectively; and Third: and (iii) to the Company or to such party as a court of competent jurisdiction shall direct. (b) direct including a Guarantor, if applicable. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the TrusteeTrustee and the Collateral Agent, its and their respective agents and attorneys for amounts due to the Trustee and the Collateral Agent as compensation or indemnity under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee or the Collateral Agent and the Trustee’s costs and expenses of collectioncollection incurred by the Trustee or the Collateral Agent; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, principal and interest and premium, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, principal and interest and premium, if any, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six6, it shall pay out the money in the following order: First: to the Trustee, its the Agents and their respective agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s Agents and the costs and expenses of collection; Second: to Holders of the Notes for amounts due and unpaid on the Notes for principal, interest premium, if any, and premiuminterest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest premium, if any, and premiuminterest, if any, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of the Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixARTICLE 6, it shall pay out the money in the following order: First: (i) FIRST: to the Trustee, its the Collateral Agent and their respective agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second; (ii) SECOND: to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Thirdand (iii) THIRD: to the Company Issuers or to such party as a court of competent jurisdiction shall may direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: subject to the provisions of Article 10 hereof, to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premiumSpecial Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premiumSpecial Interest, if anyany and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixARTICLE 6, it shall pay out the money in the following order: FirstFIRST: to the Trustee, its agents and attorneys Trustee for amounts due under Section 607 of 7.07 hereof; SECOND: if the Base Indenture (as it relates Holders are forced to proceed against the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and Company directly without the Trustee’s costs , to Holders for their collection costs; and expenses of collection; SecondTHIRD: to Holders of the Notes with respect to which such money has been collected, for amounts due and unpaid on the such Notes for principal, interest and premium, if any, and interest as to each, ratably, without preference or priority of any kindkind as to Notes of that maturity, according to the amounts due and payable on the Notes for principalsuch Notes. The Trustee, interest and premium, if any, respectively; and Third: upon prior written notice to the Company or to such party as a court of competent jurisdiction shall direct. (b) The Trustee Company, may fix a record date Record Date and payment date for any payment to Holders of Notes pursuant to this Section SECTION 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: First: to the Trustee and the Second Lien Collateral Trustee, its and their agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, interest, if any, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six6, it shall pay out the money or property in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes of the applicable series for amounts due and unpaid on the Notes for principal, interest premium and premiumAdditional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest premium and premiumAdditional Interest, if any, and interest, respectively; and Third: to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If Subject to the terms of the Intercreditor Agreement and the Collateral Documents, if the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys Trustee for all amounts due under Section 607 of the Base Indenture (as it relates to the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection7.07; Second: to Holders of Notes for amounts then due and unpaid on the Notes for principalprincipal of, interest and premium, if any, and interest and Additional Interest, if any, on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on the such Notes for principal, premium, if any, and interest and premiumAdditional Interest, if any, respectively; and Third: to FelCor LP or any other obligors of the Company Notes, as their interests may appear, or to such party as a court of competent jurisdiction shall may direct. (b) . The Trustee Trustee, upon prior written notice to FelCor LP, may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six6, it shall pay out the money or property in the following order: First: : (i) to the TrusteeTrustee and/or any Agent, its their respective agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)hereunder, including payment of all compensation, expense expenses and liabilities incurred, and all advances made, by the Trustee and/or Agent and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and interest, respectively; and Third: and (iii) to the Company Issuer or to such party as a court of competent jurisdiction shall direct. (b) direct including a Guarantor, if applicable. The Trustee may fix a record date Record Date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six, it and after an Event of Default any money or other property distributable in respect of the Compa- ny’s or Guarantors’ obligations under this Indenture, such money or property shall pay be paid out the money or distributed in the following order: FirstFIRST: to the Trustee, its agents and attorneys any predecessor Trustee for amounts due under Section 607 of the Base Indenture (as it relates to the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection7.07; SecondSECOND: to Holders of Notes Noteholders for amounts due and unpaid on the Notes of the ap- plicable series for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, respectivelyNotes; and ThirdTHIRD: to the Company or Issuer or, to the extent the Trustee collects any amount from any Guarantor, to such party as a court of competent jurisdiction shall direct. (b) Guarantor. The Trustee may fix a record date and payment date for any payment to Holders of Notes Note- holders pursuant to this Section 6.10.. SECTION

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: : (i) to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: ; (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, interest and premium, if any, and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, and Special Interest, if any and interest, respectively; and Third: 77 (iii) to the Company or to such party as a court of competent jurisdiction shall direct. (b) direct including a Guarantor, if applicable. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.106.13.

Priorities. (a) If the Trustee collects any money funds or property pursuant to this Article Six, it shall pay out the money funds in the following order: First: to the Trustee, its agents and attorneys Trustee for amounts due under Section 607 of the Base Indenture (as it relates to the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection7.07; Second: if the Holders are forced to proceed against the Company directly without the Trustee, to Holders of Notes for their collection costs; Third: to Holders for amounts due and unpaid on the Notes for principal, principal and interest and premiumLiquidated Damages, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest principal and premium, if anyinterest, respectively; and ThirdFourth: to Obligors or any other obligor on the Company Notes, as their interests may appear, or to such party as a court of competent jurisdiction shall may direct. (b) . The Trustee Trustee, upon prior notice to the Company, may fix a record date and payment date for any payment to Holders of Notes Noteholders pursuant to this Section 6.10.6.09. SECTION

Priorities. (a) If the Trustee collects any money pursuant to this Article Six6 from any Issuer (or any other obligor on any of the Notes), it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 607 of the Base Indenture (as it relates to the Notes)7.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes of such Issuer (or other obligor from which such money has been collected) for principal, interest and premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if anyany and interest, respectively; and Third: to the Company Issuers or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Priorities. (a) If the Trustee collects any money or property pursuant to this Article Six, it and after an Event of Default any money or other property distributable in respect of the Company’s or Guarantors’ obligations under this Indenture, such money or property shall pay be paid out the money or distributed in the following order: FirstFIRST: to the Trustee, its agents Trustee and attorneys any predecessor Trustee for amounts due under Section 607 of the Base Indenture (as it relates to the Notes), including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection7.07; SecondSECOND: to Holders of Notes Noteholders for amounts due and unpaid on the Notes for principal, interest and premium, if any, and interest (including Additional Interest, if any), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest and premium, if any, respectivelyNotes; and ThirdTHIRD: to the Company or Issuer or, to the extent the Trustee collects any amount from any Guarantor, to such party as a court of competent jurisdiction shall direct. (b) Guarantor. The Trustee may fix a record date and payment date for any payment to Holders of Notes Noteholders pursuant to this Section 6.106.11.

Priorities. (a) If the Trustee collects any money pursuant to this Article SixArticle, it shall pay out the money in the following order: First: to the Trustee, its the Agents and each of their respective attorneys and agents and attorneys for amounts due under Section 607 7.07 of the Base Indenture (as it relates to the Notes)this Indenture, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest and premiumSpecial Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest and premiumSpecial Interest, if any, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. (b) . The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.