Common use of Distribution Priority Clause in Contracts

Distribution Priority. AFTER THE PRE START DATE PERIOD. Within 30 days after the end of each Fiscal Quarter during the Post Start Date Period, Sweetheart shall make distributions of Distributable Cash (or other property in lieu of Distributable Cash) with respect to each Product sold (without duplication), in the following cumulative order and priority: (a) First, to Sweetheart, to the extent of any Standard Cost of Sales during the Post Start Date Period, less amounts previously distributed under this clause (a); (b) Second, but only before the Warranty Termination Date, to Sweetheart, to the extent of any Unfavorable Production Variances during the Post Start Date Period, less amounts previously distributed under this clause (b); (c) Third, to Sweetheart, to the extent of any Manufacturing Overhead during the Post Start Date Period, less amounts previously distributed under this clause (c); (d) Fourth, to Sweetheart, to the extent of the SG&A Allocation Percentage of Net Sales during the Post Start Date Period, less amounts previously distributed under this clause (d); (e) Fifth, but only before the Warranty Termination Date, to Sweetheart, to the extent of its cumulative Sweetheart Preliminary Distribution, less amounts previously distributed under this clause (e); (f) Sixth, to Sweetheart and ECC, in proportion to, and to the extent of (i) in the case of Sweetheart, (A) the Facility Participation payable with respect to the Fiscal Quarter, and (B) the Specified Infrastructure Enhancement Distribution payable with respect to the Fiscal Quarter, and (ii) in the case of ECC, the Equipment Profit Participation payable with respect to the Fiscal Quarter; EXECUTION COPY -------------- (g) Seventh, but only before the Warranty Termination Date, to ECC, to the extent of its cumulative ECC Preliminary Distribution, less amounts previously distributed under this clause (g); (h) Eighth, to Sweetheart and ECC, in proportion to, and to the extent of, (i) in the case of Sweetheart, any Sweetheart Deficit Account, and (ii) in the case of ECC, any ECC Deficit Account; (i) Ninth, but only before the Warranty Termination Date, 80% to Sweetheart and 20% to ECC; and (j) Tenth, 100% to Sweetheart.

Distribution Priority. AFTER DURING THE PRE START DATE PERIOD. Within 30 days after the end of each Fiscal Quarter which begins during the Post Pre Start Date Period, Sweetheart shall make distributions of Distributable Cash (or other property in lieu of Distributable Cash) with respect to each Product sold (without duplication), in the following cumulative order and priority: (a) First, to Sweetheart, to the extent of any Standard Cost of Sales during the Post Start Date PeriodSales, less amounts previously distributed under this clause (a); (b) Second, but only before the Warranty Termination Date, to Sweetheart, to the extent of any Unfavorable Production Variances during the Post Start Date PeriodActual Overhead, less amounts previously distributed under this clause (b); (c) Third, to Sweetheart, to the extent of any Manufacturing Overhead during the Post Start Date PeriodProduction Variances, less amounts previously distributed under this clause (c); (d) Fourth, to SweetheartECC, to the extent of its contributions to fund the SG&A Allocation Percentage of Net Sales during the Post Start Date PeriodDCCD pursuant to Section 6.1 hereof, less amounts previously distributed under this clause (d); (e) Fifth, but only before the Warranty Termination Date, to Sweetheart, to the extent of its cumulative Sweetheart Preliminary Distributionany Allocation of General Overhead, less amounts previously distributed under this clause (e); (f) Sixth, to Sweetheart, to the extent of the SG&A Allocation Percentage of Net Sales, less amounts previously distributed under this clause (f); (g) Seventh, to Sweetheart and ECC, in proportion to, and to the extent of (i) in the case of Sweetheart, any accrued, but unpaid, 10% per annum return on the Infrastructure Enhancement Costs actually expended by Sweetheart, and (ii) in the case of ECC, any accrued but unpaid, 10% per annum return on the Invested Equipment Capital actually expended by ECC, computed in each case from the date the funds were expended; (h) Eighth, to Sweetheart, to the extent of any Displaced Finished Goods Cash Costs, less amounts previously distributed under this clause (h); (i) Ninth, to Sweetheart and ECC, in proportion to, and to the extent of (i) in the case of Sweetheart, (A) the cumulative Facility Participation payable with respect Participation, less the 10% return EXECUTION COPY -------------- paid pursuant to clause (g)(i) above and less the Fiscal Quarterdistributions made pursuant to this Section 7.1(i), and (B) the cumulative Specified Infrastructure Enhancement Distribution payable with respect Distribution, less the 10% return paid pursuant to clause (g)(i) above and less the Fiscal Quarterdistributions made pursuant to this Section 7.1(i), and (ii) in the case of ECC, the cumulative Equipment Profit Participation payable with respect to the Fiscal Quarter; EXECUTION COPY -------------- (g) Seventh, but only before the Warranty Termination Date, to ECC, to the extent of its cumulative ECC Preliminary DistributionParticipation, less amounts previously distributed under this the 10% return paid pursuant to clause (gg)(ii) above and less the distributions made pursuant to this Section 7.1(i); (hj) EighthTenth, to Sweetheart and ECC, in proportion to, and to the extent of, (i) in the case of Sweetheart, any Sweetheart Deficit AccountExcess Infrastructure Enhancement Costs, and (ii) in the case of ECC, any ECC Deficit AccountExcess Investment in Equipment, in each case determined as of the end of the Fiscal Quarter in question; (ik) NinthEleventh, but only before 20% to Sweetheart and 80% to ECC, until ECC has received distributions under this clause (k) equal to 20% of Net Sales through the Warranty Termination Dateend of the relevant Fiscal Quarter; and (l) Twelfth, 80% to Sweetheart and 20% to ECC; and (j) Tenth, 100% to Sweetheart.