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Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document <br />Pg 23 of 70 <br />Claims shall have recourse to any proceeds or other property recovered, unencumbered or <br />otherwise from Avoidance Actions, whether by judgment, settlement or otherwise ("Avoidance <br />Proceeds"), (i) subject only to the Fees Carve Out and the Bonding Carve Out to the extent <br />specifically provided for herein and (ii) solely with respect to the Servicer, the Sub -Servicers and <br />each Subsidiary Originator (each as defined in the A/R Securitization Order and, collectively, the <br />"Securitization Debtors"), pari passu with the superpriority claim granted under the interim <br />order (the "A/R Securitization Order") authorizing certain Debtors to continue their <br />securitization facility [related to Docket No. 38] ("A/R Securitization Facility Superpriority <br />Claim"). Any payments, distributions or other proceeds received on account of such DIP <br />Superpriority Claims shall be promptly delivered to the DIP Agent to be applied or further <br />distributed by the DIP Agent on account of the DIP Obligations in such order as is specified in <br />the DIP Documents. The DIP Superpriority Claims shall be entitled to the full protection of <br />section 364(e) of the Bankruptcy Code in the event that this Interim Order or any provision <br />hereof is vacated, reversed or modified, on appeal or otherwise. <br />(b) For purposes hereof, the "Fees Carve -Out" is an amount equal to the sum <br />of (i) all fees required to be paid to the clerk of the Court and to the U.S. Trustee under section <br />1930(a) of title 28 of the United States Code and section 3717 of title 31 of the United States <br />Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) <br />all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy <br />Code not to exceed $25,000 (without regard to the notice set forth in (iii) below); and (iii) <br />allowed and unpaid claims for unpaid fees, costs, and expenses (the "Professional Fees") <br />incurred by persons or firms retained by the Debtors or the official committee of unsecured <br />creditors in the Cases (the "Creditors' Committee"), if any, whose retention is approved by the <br />23 <br />