2016-04-25_GENERAL DOCUMENTS - C1982057 (19)

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Case 16-42529 Doc 149 Filed 04/15/16 Entered 04/15/16 16:16:59 Main Document Pg 23 of 71 profits of all the foregoing, whether arising under section 552(b) of the Bankruptcy Code or otherwise, other than the Debtor Loan Parties' claims and causes of action pursuant to sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively, "Avoidance Actions"), but, subject only to and effective upon entry of the Final Order, the DIP Superpriority Claims shall have recourse to any proceeds or other property recovered, unencumbered or otherwise from Avoidance Actions, whether by judgment, settlement or otherwise ("Avoidance Proceeds"), (i) subject only to the Fees Carve Out and the Bonding Carve Out to the extent specifically provided for herein and (ii) solely with respect to the Servicer, the Sub -Servicers and each Subsidiary Originator (each as defined in the A/R Securitization Order and, collectively, the "Securitization Debtors"), pari passu with the superpriority claim granted under the interim order (the "A/R Securitization Order") authorizing certain Debtors to continue their securitization facility [related to Docket No. 38] ("A/R Securitization Facility Superpriority Claim"). Any payments, distributions or other proceeds received on account of such DIP Superpriority Claims shall be promptly delivered to the DIP Agent to be applied or further distributed by the DIP Agent on account of the DIP Obligations in such order as is specified in the DIP Documents. The DIP Superpriority Claims shall be entitled to the full protection of section 364(e) of the Bankruptcy Code in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. (b) For purposes hereof, the "Fees Carve -Out" is an amount equal to the sum of (i) all fees required to be paid to the clerk of the Court and to the U.S. Trustee under section 1930(a) of title 28 of the United States Code and section 3717 of title 31 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy 23