Common use of Distribution of Collateral Proceeds Clause in Contracts

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations (other than obligations of the Borrower and its Subsidiaries to any of the Lenders or the Administrative Agent with respect to any Interest Rate Protection Agreements, Swap Contracts or Cash Management Agreements) in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the fees owing to the Administrative Agent’s Fee Agent and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to obligations of the Borrower and its Subsidiaries to any of the Lenders and/or the Administrative Agent with respect to any Interest Rate Protection Agreements, any Swap Contracts and any Cash Management Agreements entered into with any Lender or the Administrative Agent (or any Affiliate thereof); (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 608(a)(1)(C) or 9-615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the Collateralassets of Loan Parties, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in accordance with the terms of the Loan Documents in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders may determine; provided, however, that following order: (i) distributions shall be made (A) pari passu among Obligations with respect to any other fees and expenses due to the Administrative Agent’s Fee Lenders under the Loan Documents until paid in full; (ii) to the payment of accrued and all other Obligations and (B) with respect to each type unpaid interest on the Loan, for the ratable benefit of Obligation owing to the Lenders, such as interestuntil paid in full; (iii) payments of unpaid principal of the Advances and amounts constituting obligations under any Approved Derivatives Contract, principal, fees and expenses, among to be paid to the Lenders pro rata across all Tranches and/or any counterparty under an Approved Derivatives Contract, equally and (ii) ratably in accordance with the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not respective amounts thereof then due and payableowing to such Persons until paid in full; (iv) to payment of all other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Agent and/or the Lenders until paid in full. (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower Loan Parties or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of Credit Parties, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable and documented out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders may shall determine; provided, however, that (i) distributions in respect of such other Obligations shall be made (A) include, on a pari passu among basis, any Agent’s fee payable pursuant to §4.2; (ii) Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders, pro rata,; and provided, further that the Required Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New YorkHedge Obligations, if any; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the assets of Borrower or any other Person liable with respect to the Obligations (including the Collateral), such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agentof, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Agent to protect or preserve the Administrative Agent Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in the following order: (i) first to the payment of any fees or charges (other than Letter of Credit fees and Facility Fees) outstanding hereunder or under the other Loan Documents (excluding any Hedge Agreements), (ii) next to any accrued and outstanding Default Rate interest, (iii) next to any accrued and outstanding interest under the Swing Line Loans, (iv) next to any accrued and outstanding Letter of Credit fees, Facility Fees, and interest on the Loans (other than interest on the Swing Line Loans), (v) next to any Outstanding principal on the Swing Line Loans, (vi) next to any Outstanding principal on the Loans other than Swing Line Loans, and (vii) last to any remaining Obligations (including with respect to any Hedge Agreement) in such order or preference as the Required Lenders may determine; provided, however, that (iA) distributions in the event that any Lender shall have wrongfully failed or refused to make an advance under §2.6, §2.7 or §2.10 and such failure or refusal shall be continuing, advances made (A) pari passu among Obligations with respect by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations described in this subsection (b), and (B) Obligations owing to Revolving Lenders and Term Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the such Lenders pro rata across all Tranches in accordance with their Commitment Percentages, without preference or priority of Revolving Loans over Term Loans, or vice versa; and (ii) provided, further, that the Administrative Agent Required Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In Subject to the limitations set forth in the proviso of Section 6 hereof, in the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support (including, without limitation, the protection, insurance, repair, costs of preparing for sale and sale of any Collateral) and to support the provision of adequate indemnity to the Administrative Agent against any all taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions in respect of such Obligations shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s 's fee payable pursuant to the Fee Letter and all other Obligations, (ii) Obligations and (B) owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders Banks, pro rata across all Tranches and (iiiii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9(S)9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to ss.6.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderSecured Party, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative AgentAgent for, in its capacity as such, for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to the payment in full of all other Obligations in such order or preference as of the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableSecured Obligations; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Secured Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 608(a)(1)(C) or 9-615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to Section 6.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches Banks PRO RATA, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, fees, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect notwithstanding anything to the Administrative Agent’s Fee and all other Obligations and (B) with respect contrary set forth herein, to each type the payment of Obligation owing to the Lenders, such to be distributed PARI PASSU in accordance with the aggregate outstanding principal amount of, or held as interestcash collateral for, principalthe Obligations (including the Maximum Drawing Amount of Letters of Credit outstanding) owing to each Lender divided by the aggregate outstanding principal amount of all Obligations (including the Maximum Drawing Amount of Letters of Credit outstanding), fees PROVIDED that upon the expiration or termination of any Letters of Credit, the Maximum Drawing Amount which has been included in calculating outstanding Obligations and expenses, among any cash collateral held for the benefit of the Revolving Credit Lenders in respect thereto will be redistributed PARI PASSU to the Lenders pro rata across all Tranches and in accordance with this paragraph (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableb); (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security DocumentsLoan Document, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes Taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; providedPROVIDED, however, that (i) distributions shall be made (A) pari passu PARI PASSU among Obligations with respect to fees payable to the Administrative Agent’s Fee , the Issuing Lender and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches PRO RATA, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §ss.9-608(a)(1)(C) or 9-615 615(a)(3) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and and (d) Fourthd)Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that the Agent -------------------------------------- receives proceeds as contemplated by ss.2.11 or in the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions -------- ------- shall be made (A) pari passu among Obligations with respect to the ---- ----- Administrative Agent’s Fee payable pursuant to ss.5.1 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) --- ---- the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of Borrowers, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in accordance with the terms of the Loan Documents to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any Letter of Credit Liabilities and any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders may shall determine; provided, however, that (i) distributions Swing Loans shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lendersrepaid first, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2; (iii) in the Administrative Agent may event that any Lender shall have wrongfully failed or refused to make an advance under §2.5(d), §2.7 or §2.10(f) and such failure or refusal shall be continuing, advances made by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in its discretion make proper allowance priority to take into account any the other Obligations not then due and payable;described in this subsection (b); and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the ----- reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as ------ the Required Lenders Majority Banks may determine; provided, however, that (i) distributions in -------- ------- respect of such obligations shall be made (Ai) pari passu among Obligations ---- ----- with respect to the Administrative Agent’s Fee 's fee payable pursuant to (S)6.2 and all other Obligations and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders Banks pro rata across all Tranches rata; and (ii) provided, further, that the Administrative Agent may in --- ---- -------- ------- its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions ----- for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9(S)9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or ------ to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may Majority Banks shall determine; provided, however, that (i) distributions in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 3.7 and such failure or refusal shall be continuing, advances made (A) pari passu among Obligations with respect by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations described in this subsection (b), and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders Banks pro rata across all Tranches rata; and (ii) provided further that the Administrative Agent Majority Banks may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determineObligations; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee Fees and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 608(a)(1)(C) or 9 615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or or, to the extent directed by applicable legal authority, to such other Persons as are legally entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, Lender receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the CollateralCol­lateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Lender for or in respect of all reasonable costs, expenses, attorneys fees, disbursements and losses which shall have been incurred or sustained by the Administrative Agent Lender in connection with the collection of such monies by the Administrative AgentLender, for the exercise, protection or enforcement by the Administrative Agent Lender of all or any of the rights, remedies, powers and privileges of the Administrative Agent Lender under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent Lender to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Lender may determinedetermine in its sole discretion; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 Article IX of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassa­chusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may reasonably determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the fees of the Administrative Agent’s Fee , Obligations under Hedging Agreements, and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and rata, (ii) such monies shall be applied first, to the payment in full of interest, fees and expenses constituting Obligations, and second, to the payment in full of the principal amount of the Obligations (including Reimbursement Obligations), and (iii) subject to the foregoing, the Administrative Agent may in its reasonable discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens Liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Secured Obligations (other than obligations of the Company and its Subsidiaries to any of the Banks and/or the Agent with respect to any Interest Rate Agreements and Hedging Agreements) in such order or preference among types of Secured Obligations as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Secured Obligations with respect to the Administrative Agent’s 's Fee and all other Secured Obligations and (B) with respect to each type of Secured Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, based on the then outstanding amount of Secured Obligations (and on the assumption that Secured Obligations consisting of guaranties are equal to the amount of the outstanding obligations guaranteed), and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Secured Obligations not then due and payable; (c) Third, to obligations of the Company and its Subsidiaries to any of the Banks and/or the Agent with respect to any Interest Rate Agreements and Hedging Agreements; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Secured Obligations, to the payment of any obligations required to be paid pursuant to §9-615 504(1)(c) of the UCC Uniform Commercial Code of the State The Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower Company or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, Lender receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Lender for or in respect of all reasonable costs, expenses, attorneys fees, disbursements and losses which shall have been incurred or sustained by the Administrative Agent Lender in connection with the collection of such monies by the Administrative AgentLender, for the exercise, protection or enforcement by the Administrative Agent Lender of all or any of the rights, remedies, powers and privileges of the Administrative Agent Lender under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent Lender to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Lender may determinedetermine in its sole discretion; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 Article IX of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations (including without limitation Obligations of each Borrower and its Subsidiaries to any Secured Party with respect to Interest Rate Protection Agreements, Swap Contracts and Cash Management Agreements); provided that distributions shall be made (A) with respect to any fees owing to the Administrative Agent and the Lenders, ratably among the Administrative Agent and any Lenders to which such fees are owed, and (B) with respect to each type of other Obligations owing to the Lenders such as interest, principal, fees and expenses and amounts owing under Interest Rate Protection Agreements and Swap Agreements, ratably among the Lenders, and (C) otherwise in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made . In determining “Obligations” for purposes of clauses (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders), such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Lenders, Secured Parties and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 608(a)(1)(C) or 9‑615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative AgentAgent for, in its capacity as such, for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among to (1) the payment in full of all of the Obligations with respect owed to any Lender and the Administrative Agent’s Fee and all other Obligations Administration Agent and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii2) the Administrative Agent may payment in its discretion make proper allowance full of all of the Obligations owed to take into account any Obligations not then due and payableEligible Interest Rate Hedge Counterparty; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 608(a)(1)(C) or 9-615(a)(3) of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of Credit Parties, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in accordance with the terms of the Loan Documents to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any Letter of Credit Liabilities, interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders may shall determine; provided, however, that (i) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2; (ii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be made governed by §2.13; and (Aiii) pari passu among Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders, pro rata; and provided, further that the Required Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its their discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to any Hedge Obligations owed to the Lenders and Agent or the Administrative Agent of all of the ObligationsLenders, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New Yorkpro rata; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of Borrower, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in accordance with the terms of the Loan Documents to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy, but excluding Hedge Obligations) in such order or preference as the Required Lenders may shall determine; provided, however, that (i) [Reserved], (ii) distributions in respect of such other Obligations shall be made (A) include, on a pari passu among basis, any Agent’s fee payable pursuant to §4.2; (iii) [Reserved]; and (iv) Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders, pro rata; and provided, further that the Required Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its their discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment to all Hedge Obligations secured by the Security Documents and satisfaction in full in cash or other provisions for payment in full satisfactory to Collateral, on a pari passu basis among the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; andLender Hedge Providers pro rata; (d) Fourth, to all other Hedge Obligations, on a pari passu basis among the Lender Hedge Providers pro rata; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) : First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) ; Second, to all other Obligations in such order or preference as the Required Lenders may determineObligations; provided, however, provided that (i) distributions shall be made (A) pari passu among the Obligations with (including the Maximum Drawing Amount of the Letters of Credit); provided, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Maximum Drawing Amount which has been included as an Obligation and any cash collateral held for the benefit of the Lenders in respect thereto will be redistributed pari passu to the Administrative Agent’s Fee and all other Obligations Lenders in accordance with this 13.4(b)(A), and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across in accordance with the amount of all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any such Obligations not then due and payable; (c) outstanding; Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 608(a)(1)(C) or 9-615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (d) and Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the Collateralassets of Borrowers, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in accordance with the terms of the Loan Documents in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any Letter of Credit Liabilities and any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in the following order; (i) To any other fees and expenses due to the Lenders or the Issuing Lender under the Loan Documents until paid in full; (ii) to the payment of accrued and unpaid interest on all Swing Loans until paid in full; (iii) to payment of accrued and unpaid interest on all other Loans and Letter of Credit Liabilities, for the ratable benefit of the Lenders and the Issuing Lender, until paid in full; (iv) to the payment of all unpaid principal on all Swing Loans until paid in full (v) payments of unpaid principal of all other Loans and Letter of Credit Liabilities, to be paid to the Lenders and the Issuing Lender equally and ratably in accordance with the respective amounts thereof then due and owing to such order or preference as the Required Lenders may determinePersons until paid in full; provided, however, to the extent that (i) distributions any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be made (A) pari passu among Obligations with respect paid to the Administrative Agent’s Fee and Agent to be held as cash collateral; (vi) to payment of all other Obligations and (B) with respect amounts due under any of the Loan Documents to each type be applied for the ratable benefit of Obligation owing to the LendersAgent, such as interest, principal, fees and expenses, among the Issuing Lender and/or the Lenders pro rata across all Tranches and (ii) the Administrative Agent may until paid in its discretion make proper allowance to take into account any Obligations not then due and payable;full. (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the Collateralassets of Loan Parties, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in accordance with the terms of the Loan Documents in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any Letter of Credit Liabilities and any interest, expenses or other obligations incurred after the commencement of a bankruptcy) and Hedge Obligations in the following order: (i) To any other fees and expenses due to the Lenders or the Issuing Lender under the Loan Documents until paid in full; (ii) to the payment of accrued and unpaid interest on all Swing Loans until paid in full; (iii) to payment of accrued and unpaid interest on all other Loans and Letter of Credit Liabilities, for the ratable benefit of the Lenders and the Issuing Lender, until paid in full; (iv) to the payment of all unpaid principal on all Swing Loans until paid in full; (a) to the payments of unpaid principal of all other Loans and Letter of Credit Liabilities, to be paid to the Lenders and the Issuing Lender and (b) to the payment of all Hedge Obligations for the ratable benefit of each Lender Hedge Provider, equally and ratably in accordance with the respective amounts thereof then due and owing to such order or preference as the Required Lenders may determinePersons until paid in full; provided, however, to the extent that (i) distributions any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be made (A) pari passu among Obligations with respect paid to the Administrative Agent’s Fee and Agent to be held as cash collateral; and (vi) to payment of all other Obligations and (B) with respect amounts due under any of the Loan Documents to each type be applied for the ratable benefit of Obligation owing to the LendersAgent, such as interest, principal, fees and expenses, among the Issuing Lender and/or the Lenders pro rata across all Tranches and (ii) the Administrative Agent may until paid in its discretion make proper allowance to take into account any Obligations not then due and payable;full. (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower Loan Parties or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the assets of Borrower or any other Person liable with respect to the Obligations (including the Collateral), such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agentof, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Agent to protect or preserve the Administrative Agent Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in the following order: (i) first to the payment of any fees or charges outstanding hereunder or under the other Loan Documents (excluding any Hedge Agreements), (ii) next to any accrued and outstanding Default Rate interest, (iii) next to any accrued and outstanding interest on the Loans, (iv) next on a pari passu basis, to any Outstanding principal on the Loans and Obligations under any Hedge Agreements in which the counterparty is a Lender or a Person that was a Lender at the time such Hedge Agreement was entered into, and (vii) last to any remaining Obligations in such order or preference as the Required Lenders may determine; provided, however, that (iA) distributions in the event that any Lender shall have wrongfully failed or refused to make an advance under §2.4 or §2.5 and such failure or refusal shall be continuing, advances made (A) pari passu among Obligations with respect by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations described in this subsection (b), and (B) with respect to each type of Obligation Obligations owing to the Lenders, Lenders such as interest, principal, fees and expenses, shall be made among the such Lenders pro rata across all Tranches in accordance with their Commitment Percentages; and (ii) provided, further, that the Administrative Agent Required Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the assets of any Loan Party or any other Person liable with respect to the Obligations (including the Collateral), such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agentof, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Agent to protect or preserve the Administrative Agent Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in the following order: (i) first to the payment of any fees or charges outstanding hereunder or under the other Loan Documents (excluding any Hedge Agreements), (ii) next to any accrued and outstanding Default Rate interest, (iii) next to any accrued and outstanding interest on the Loans and Matured LC Obligations, (iv) next to any Outstanding principal on the Loans and Matured LC Obligations, (v) next to obligations to Cash Collateralize LC Obligations pursuant to §2.15, and (vi) last to any remaining Obligations (including with respect to any Hedge Agreement) in such order or preference as the Required Lenders may determine; provided, however, that (iA) distributions in the event that any Lender shall have wrongfully failed or refused to make an advance under §2.5 or §2.6 and such failure or refusal shall be continuing, advances made (A) pari passu among Obligations with respect by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations and described in this §12.5(b), (B) with respect to each type of Obligation Obligations owing to the Lenders, Lenders such as interest, principal, fees and expenses, shall be made among the such Lenders pro rata across all Tranches in accordance with their Percentages, and (iiC) amounts received from any Guarantor that is not a Qualified ECP Guarantor, or from proceeds of any Collateral provided by any Guarantor that is not a Qualified ECP Guarantor, shall not be applied to Excluded Swap Obligations; and provided, further, that the Administrative Agent Required Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security DocumentsDocuments or the UK Facility, or otherwise with respect to the realization upon any of the CollateralCollateral or any of the collateral under the UK Facility, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of of, the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or the collateral under the UK Facility or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Majority Lenders may determine; providedPROVIDED, howeverHOWEVER, that distributions (i) distributions in respect of the Agent's fee payable hereunder shall be made (A) pari passu among Obligations PARI PASSU with respect to the Administrative Agent’s Fee and all other Obligations Obligations, and (Bii) with in respect to each of any other type of Obligation Obligations owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata across all Tranches PRO RATA in accordance with each Lender's relative interest in such type of Obligation (taking into account for purposes of this subsection (b)(ii), on a Dollar Equivalent basis, each Lender's Aggregate Facilities Commitment); and (ii) PROVIDED, FURTHER, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(C) of the UCC Uniform Commercial Code of the State The Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. In the event that any Lender receives monies pursuant to SECTION 14.4(B)(II) above which exceed, in aggregate, such Lender's PRO RATA share of the Dollar Equivalent of the sum of all of the Lenders' Aggregate Facilities Commitments, such Lender will make such disposition and arrangements with the other Lenders with respect to the amount of such excess, either by way of purchase of participations, distribution, PRO TANTO assignment of claims, subrogation or otherwise, as shall result in each Lender receiving its PRO RATA share of such monies based upon the sum of the Dollar Equivalent of all of the Lenders' Aggregate Facilities Commitments.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) FirstFIRST, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any and supports the provision of adequate indemnity to the Administrative Agent against any all taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) SecondSECOND, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions in respect of such Obligations shall be made (Ai) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fee payable under ss.4.2 hereof and all other Obligations and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata across all Tranches Banks PRO RATA; and (ii) PROVIDED, FURTHER, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) ThirdTHIRD, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) FourthFOURTH, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the assets of any Loan Party or any other Person liable with respect to the Obligations (including the Collateral), such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agentof, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Agent to protect or preserve the Administrative Agent Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in the following order: (i) first to the payment of any fees or charges outstanding hereunder or under the other Loan Documents (excluding any Hedge Agreements), (ii) next to any accrued and outstanding Default Rate interest, (iii) next to any accrued and outstanding interest on the Loans and Matured LC Obligations, (iv) next to any Outstanding principal on the Loans and Matured LC Obligations, (v) next to obligations to Cash Collateralize LC Obligations pursuant to §2.15, and (vi) last to any remaining Obligations (including with respect to any Hedge Agreement) in such order or preference as the Required Lenders may determine; provided, however, that (iA) distributions in the event that any Lender shall have wrongfully failed or refused to make an advance under §2.5 or §2.6 and such failure or refusal shall be continuing, advances made (A) pari passu among Obligations with respect by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations and described in this §12.5(b), (B) with respect to each type of Obligation Obligations owing to the Lenders, Lenders such as interest, principal, fees and expenses, shall be made among the such Lenders pro rata across all Tranches in accordance with their Commitment Percentages, and (iiC) amounts received from any Guarantor that is not a Qualified ECP Guarantor, or from proceeds of any Collateral provided by any Guarantor that is not a Qualified ECP Guarantor, shall not be applied to Excluded Swap Obligations; and provided, further, that the Administrative Agent Required Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or an Event of DefaultDefault exists, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of this Agreement or any of the Security Documents, or otherwise with respect to the realization upon upon, or disposition of, any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent or, the Administrative Agent's Special Counsel or Lender's Special Counsel, for the exercise, protection or enforcement by the Administrative Agent Agent, the Administrative Agent's Special Counsel or Lender's Special Counsel of all or any of the rights, remedies, powers and privileges of the Administrative Agent Agent, the Administrative Agent's Special Counsel or Lender's Special Counsel under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations owing to the Revolving Credit Lenders and the Administrative Agent (including the making allowance to take into account for any Obligations not then due and payable (i.e., to cash collateralize up to 105% of the Maximum Drawing Amount) and excluding the Revolving Credit Early Termination Fee, Obligations under Interest Rate Agreements and Obligations pursuant to subsection (b) of the definition of Obligations to the extent that they do not relate to cash management or similar services) in such order or preference as the Required Revolving Credit Lenders may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s 's Monitoring Fee and all other Obligations owed to the Revolving Credit Lenders and (B) with respect to each type of Obligation owing to the Revolving Credit Lenders, such as interest, principal, reasonable fees and expenses, among the Revolving Credit Lenders pro rata across all Tranches PRO RATA, and (ii) the Administrative Agent may in its reasonable discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to all Obligations owing to the Tranche B Lender (excluding the Tranche B Early Termination Fee); (d) Fourth, to the Administrative Agent and the Revolving Credit Lenders on account of Obligations relating to the Revolving Credit Early Termination Fee; (e) Fifth, to the Tranche B Lender on account of all other Obligations owing to the Tranche B Lender; (f) Sixth, to all other Obligations owing to the Revolving Credit Lenders; and (g) Seventh, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §ss.9-608(a)(1)(C) or 9-615 615(a)(3) of the UCC Uniform CommerciaL Code of the State Commonwealth of New YorkMassachusetts; and (dh) FourthSeventh, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Loan Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, pari passu with respect to amounts owed: (1) to all other Obligations (other than obligations of the Borrower and its Subsidiaries to any Secured Party with respect to any Interest Rate Protection Agreements or Swap Contracts) in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the fees owing to the Administrative Agent’s Fee Agent and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; and (2) to obligations of the Borrower and its Subsidiaries to any of the Secured Parties with respect to any Interest Rate Protection Agreements and any Swap Contracts entered into with any Secured Party; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9- 608(a)(1)(C) or 9-615 615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent Agent, any Bank or any Lenderthe Bank Guarantee Bank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to ss.6.2, the Obligations owing to the Bank Guarantee Bank pursuant to the Credit Instruments and all other Obligations Obligations; and (B) with respect to each type of Obligation owing to the LendersBanks and the Bank Guarantee Bank, such as interest, principal, fees and expenses, among the Lenders Banks and the Bank Guarantee Bank pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks, the Bank Guarantee Bank and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determineconsisting of fees; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to Section 5.1 and all other Obligations and (B) with respect to each type Obligations consisting of Obligation fees owing to the Lenders, such as interest, principal, fees and expensesBanks, among the Lenders pro rata across all Tranches Banks PRO RATA, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to all Obligations in respect of the Loans (first to interest and then to principal in respect of the Loans); PROVIDED, HOWEVER, that (i) distributions shall be made among the Banks PRO RATA and (ii) the Agent may in its discretion make proper allowance to take into account any Obligations in respect of the Loans not then due and payable; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in Page 119 connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens Liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Secured Obligations (other than obligations of the Company and its Subsidiaries to any of the Banks and/or the Agent with respect to any Interest Hedging Agreements and Hedging Agreements) in such order or preference among types of Secured Obligations as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Secured Obligations with respect to the Administrative Agent’s 's Fee and all other Secured Obligations and (B) with respect to each type of Secured Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, based on the then outstanding amount of Secured Obligations (and on the assumption that Secured Obligations consisting of guaranties are equal to the amount of the outstanding obligations guaranteed), and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Secured Obligations not then due and payable; (c) Third, to obligations of the Company and its Subsidiaries to any of the Banks and/or the Agent with respect to any Interest Hedging Agreements and Hedging Agreements; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Secured Obligations, to the payment of any obligations required to be paid pursuant to §9-615 615(a)(3) of the UCC Uniform Commercial Code of the State The Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower Company or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations (other than obligations of each Borrower and its Subsidiaries to any Secured Party with respect to any Interest Rate Protection Agreements, Swap Contracts or Cash Management Agreements) in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the fees owing to the Administrative Agent’s Fee Agent and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to obligations of each Borrower and its Subsidiaries to any of the Secured Parties with respect to any Interest Rate Protection Agreements, any Swap Contracts and any Cash Management Agreements entered into with any Secured Party; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 608(a)(1)(C) or 9-615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a1) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b2) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to Section 6.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c3) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d4) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of Credit Parties, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in accordance with the terms of the Loan Documents to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any Letter of Credit Liabilities and any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders may determinefollowing order; provided, however, that (i) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2; (ii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be made governed by §2.12; and (Aiii) pari passu among Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders, pro rata; and provided, further that the Required Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its their discretion make proper allowance to take into account any Obligations not then due and payable: (i) to any other fees and expenses due to the Lenders or the Issuing Lender until paid in full; (ii) to payment of interest on all Loans and Letter of Credit Liabilities, for the ratable benefit of the Lenders, until paid in full; (iii) to payments of principal of all Loans and Letter of Credit Liabilities, to be paid to the Lenders and the Issuing Lender equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons until paid in full; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Agent to be held as cash collateral; and (iv) to payment of all other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Agent, the Issuing Lender and/or the Lenders until paid in full; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to any Hedge Obligations owed to the Lenders and Agent or the Administrative Agent of all of the ObligationsLenders, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New Yorkpro rata; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions in respect of such obligations shall be made (Ai) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant toss.5.2 and all other Obligations and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata across all Tranches Banks PRO RATA; and (ii) PROVIDED, FURTHER, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that the -------------------------------------- Administrative Agent receives proceeds as contemplated by ss.2.11 or in the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions -------- ------- shall be made (A) pari passu among Obligations with respect to the ---- ----- Administrative Agent’s Fee payable pursuant to ss.5.1 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) --- ---- the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of the Borrower or Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes Taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such moniesmonies (but excluding the Administrative Agent's fee payable pursuant to Section 2.15, which is covered by clause (b) below); (b) Second, to all other Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders may shall determine; provided, however, that that: (i) distributions Swingline Loans shall be made repaid first; (Aii) distributions in respect of such other Obligations shall include, on a pari passu among Obligations with respect to basis, the Administrative Agent’s Fee fee payable pursuant to Section 2.15; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by Section 2.11; (iv) any amounts applied pursuant to Section 9.5 shall be first applied to the Obligations owing to the Revolving Credit Lenders and all other Obligations then to the Term Loan Lenders; and (Bv) except as otherwise provided in clauses (iii) and (iv) above, and notwithstanding any determination of the Required Lenders to the contrary, Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata across all Tranches rata, and (ii) as between Revolving Credit Loans and Term Loans shall be made pro rata; and provided, further that the Administrative Agent Required Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;, so long as such allowance is consistent with the requirements of clause (v) of this sentence; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New YorkHedge Obligations, if any; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of Borrowers, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in accordance with the terms of the Loan Documents to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any Letter of Credit Liabilities, interest, expenses or other obligations incurred after the commencement of a bankruptcy, but excluding Hedge Obligations) in such order or preference as the Required Lenders may shall determine; provided, however, that (i) distributions Swing Loans shall be made repaid first, (Aii) distributions in respect of such other Obligations shall include, on a pari passu among Obligations with respect basis, any Agent’s fee payable pursuant to §4.2; (iii) in the event that any Lender shall have wrongfully failed or refused to make an advance under §2.5(d), §2.7, or §2.10(f) and such failure or refusal shall be continuing, advances made by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations described in this subsection (b); and (Biv) Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders, pro rata, and among the Lender Hedge Providers pro rata; and provided, further that the Required Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its their discretion make proper allowance to take into account any Obligations and Hedge Obligations not then due and payable; (c) Third, upon payment to all Hedge Obligations secured by the Mortgages and satisfaction in full in cash or other provisions for payment in full satisfactory to Collateral, on a pari passu basis among the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; andLender Hedge Providers pro rata; (d) Fourth, to all other Hedge Obligations, on a pari passu basis among the Lender Hedge Providers pro rata; and (e) Fifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to §6.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that(a) On each Payment Date, following the occurrence or during the continuance of any Default or so long as no Event of DefaultDefault has occurred and is continuing, the Administrative Agent shall apply on such date the Available Amount released from the Blocked Account, any amounts released from the Liquidity Reserve Account in accordance with the terms of Section 6.06 of the Security Agreement, and any other amounts the Administrative Agent has received from the Borrower in the following order of priority: First, to the payment of any accrued and unpaid Operating Expenses; Second, to the payment to Manager of any accrued and unpaid indirect operating expenses in an amount equal to 4.75% of Adjusted Operating Revenues (and any arrearages thereof); Third, to the payment of any costs, charges, expenses or any Lender, as liabilities incurred by the case may be, receives any monies Administrative Agent and the Lenders in connection with the enforcement Loan Documents; Fourth, if PLM or any of its Affiliates is not the Manager, to the payment to the manager of any management fees then due and payable (and any arrearages thereof); Fifth, to the payment to each Lender of its pro rata portion of any accrued and unpaid interest due under the Notes for such Payment Date; Sixth, to the payment to each Lender of an amount equal to its pro rata portion of the payment of principal, if any, due under the Notes, for such Payment Date; Seventh, to the Liquidity Reserve Account, the amount necessary, if any, to restore the amount on deposit therein (calculated after giving effect to any withdrawals from the Liquidity Reserve Account on the Determination Date) to the Liquidity Reserve Required Amount; Eighth, to the payment to each Lender and the Administrative Agent of any other amount then due and owing to such Lender and/or the Administrative Agent under the Notes or any other Loan Document and not covered by the foregoing Clauses Third, Fifth, and Sixth; Ninth, if PLM or any of its Affiliates is the Manager, to the payment of a management fee then due and payable in an amount equal to 5.25% of Adjusted Operating Revenues (and any arrearages thereof); provided that, no such payment to the Manager shall be made if a Default under this Agreement or a Manager Event of Default (as defined in the Management Agreement) has occurred and is continuing; and Tenth, any remaining balance shall be divided and applied as follows: (i) one-fourth (25%) of such remaining balance shall be applied to the outstanding principal of the Tranche A Loans or, if no Tranche A Loans shall remain outstanding, to the outstanding principal of Tranche B Loans, and (ii) three-fourths (75%) of such remaining balance shall be paid first to the Manager for any amounts owed to it pursuant to the Management Agreement and the remainder distributed to the Borrower or its designee. (b) If an Event of Default has occurred and is continuing, the Administrative Agent shall hold or apply the Available Amount released from the Blocked Account, the Liquidity Reserve Account and any amounts the Administrative Agent has received from the Borrower and, subject to Section 9.03 of the Security DocumentsAgreement, or otherwise with respect to from the realization upon proceeds of any sale of the Collateral, such monies shall be distributed for application as follows: or any part thereof, and the proceeds of any remedy hereunder or under the Security Agreement in the following order of priority: (ai) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, for or in respect of all reasonable any unpaid costs, expensescharges, disbursements and losses which shall have been expenses or liabilities incurred or sustained by the Administrative Agent and any Lender in connection with the collection of such monies by Loan Documents and the Administrative AgentCollateral, for including any maintenance expenses or other expenses incurred to preserve the exercise, protection or enforcement by the Administrative Agent of all or any value of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; Equipment; (bii) Second, to payment to each Lender of any accrued and unpaid interest on the Notes held by such Lender, ratably and without priority of one Lender over another; (iii) Third, to payment to each Lender of all unpaid principal on the Notes held by such Lender, ratably without priority of one Lender over another (and for purposes of this clause, obligations under any Swap Agreement with a Swap Counterparty shall be paid on a pro rata basis with the Notes); (iv) Fourth, to payment to each Lender and Swap Counterparty of all other Obligations in such order or preference as amounts, if any, due and payable under any of the Required Lenders may determineLoan Documents, including without limitation, the Funding Loss Amount, if any, ratably and without priority of one Person over another; providedand (v) Fifth, howeverthe remaining balance, that (i) distributions shall be made (A) pari passu among Obligations with respect if any, to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in Borrower or its discretion make proper allowance to take into account any Obligations not then due and payable;designee. (c) ThirdAll payments to be made under this Loan Agreement and under any Note, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to including the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if anyFunding Loss Amount, shall be returned made only from the income and the proceeds from the Equipment, the Equipment Leases and the other Collateral. Each holder of a Note, by its acceptance of such Note, agrees that it will look solely to the Borrower or income and proceeds from the Equipment, the Equipment Leases and the other Collateral for distribution to such holder as provided herein and that none of the Manager, the PLM Growth Funds or their Affiliates (other Persons as are entitled theretothan the Borrower) or their permitted successors and assigns is or shall be personally liable to the holder of any Note for any amount payable under such Note or this Loan Agreement.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent and the Issuing Bank for or in respect of all reasonable amounts in respect of Administrative Agent Advances and all fees, indemnities, costs, expenses, disbursements and other amounts (including charges and disbursements of counsel to the Administrative Agent and the Issuing Bank) and losses which shall have been payable to the Administrative Agent and the Issuing Bank or incurred or sustained by the Administrative Agent and the Issuing Bank in their capacity as such, including, without limitation, in connection with the collection of such monies by the Administrative AgentAgent and the Issuing Bank, for the exercise, protection or enforcement by the Administrative Agent and the Issuing Bank of all or any of the rights, remedies, powers and privileges of the Administrative Agent and the Issuing Bank under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent and the Issuing Bank against any taxes Taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent and the Issuing Bank to such monies; (b) Second, to the payment of that portion of the Obligations constituting fees, indemnities, costs, expenses, disbursements and other amounts (including charges and disbursements of counsel to the Lenders but excluding principal, interest and Cash Management Obligations) payable to the Lenders (including amounts payable under §5.7), ratably among them in proportion to the amounts described in this clause Second payable to them; (c) Third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; (d) Fourth, ratably (a) to the payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them and (b) to the Administrative Agent for the account of the Issuing bank, to cash collateralize the Reimbursement Obligations; (e) Fifth, to all Cash Management Obligations owing to any Lender, the Administrative Agent, the Cash Management Bank or any Affiliate thereof, ratably among such Persons; (f) Sixth, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, Lenders among the Lenders pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent, the Canadian Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent and the Canadian Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative such Agent in connection with the collection of such monies by the Administrative such Agent, for the exercise, protection or enforcement by the Administrative such Agent of all or any of the rights, remedies, powers and privileges of the Administrative such Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative such Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative such Agent to such monies; (b) Second, to all other Obligations in respect of the Loans, the Letters of Credit, the Bankers' Acceptances, the Notes and other Obligations arising under this Agreement or the other Loan Documents, in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s 's Fee and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the payment and satisfaction of all other Obligations; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC of the State of New YorkUniform Commercial Code; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower, the Canadian Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to ss.5.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches in accordance with each Bank's Commitment Percentage, and (ii) the Administrative Agent may in its reasonable discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s 's Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documentssecurity documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents loan documents or in respect of the Collateral or in support of any collateral and supports the provision of adequate indemnity to the Administrative Agent against any all taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among in respect of Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Banks with respect to each type of Obligation owing to the Lenders, Obligations such as interest, principal, fees and expenses, shall be made among the Lenders Banks on a pro rata across all Tranches and (ii) basis; provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following ------------ -- ---------- -------- the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) Firstfirst, to the payment of, or (as the case may be) the ----- reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Revolver Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Secondsecond, to all other Obligations in such order or preference as the Required Lenders may determineon a pro rata basis; ------ --- ---- provided, however, that (i) distributions in respect of such Obligations -------- ------- shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s 's Fee ---- ----- payable pursuant to (S)5.2 and all other Obligations and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders Banks pro rata across all Tranches --- rata; and (ii) provided, further, that the Administrative Agent may in its discretion make ---- -------- ------- proper allowance to take into account any Obligations not then due and payable; (c) Thirdthird, upon payment and satisfaction in full in cash or other ----- provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9(S)9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourthfourth, the excess, if any, shall be returned to the ------ Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, Lender receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, BKB and the Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent Agent, BKB and the Lender in connection with the collection of such monies by the Administrative Agent, BKB and the Lender, for the exercise, protection or enforcement by the Administrative Agent Agent, BKB and the Lender of all or any of the rights, remedies, powers and privileges of the Administrative Agent Agent, BKB and the Lender under this Credit Loan Agreement or any of the other Loan Documents or in respect of the Collateral or in Collateral, the Obligations and to support of any the provision of adequate indemnity to the Administrative Agent Agent, BKB and the Lender against any all taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent Agent, BKB and the Lender to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Agent, BKB and the Lender may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee , BKB and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent Lender may in its their discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Agent, BKB and the Administrative Agent Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In (a) Except as otherwise provided in Section 12.5(b) and (c) below, in the event that the Agent receives proceeds of Collateral or in the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (ai) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent and the Banks for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent and the Banks in connection with the collection of such monies by the Administrative AgentAgent and the Banks, for the exercise, protection or enforcement by the Administrative Agent and the Banks of all or any of the rights, remedies, powers and privileges of the Administrative Agent and the Banks under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent and the Banks against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent and the Banks to such monies; (bii) Second, to all pay interest on the Tranche A Loans and to pay interest on the Tranche B Loans; (iii) Third, to pay any other Obligations in such order or preference as (other than the Required Lenders may determine; provided, however, that (iprincipal of the Loans) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (civ) ThirdFourth, to pay the principal of the Tranche A Loans (it being understood that such repayment shall be accompanied by a permanent reduction in the Tranche A Total Commitment (if then in effect) in the amount of such repayment); (v) Fifth, to pay the principal of the Tranche B Loans pro rata based upon the respective Tranche A Commitment Percentages of the Banks (it being understood that such repayment shall be accompanied by a permanent reduction in the Tranche B Total Commitment (if then in effect) in the amount of such repayment); (vi) Sixth, to pay any remaining principal of the Tranche B Loans (it being understood that such repayment shall be accompanied by a permanent reduction in the Tranche B Total Commitment (if then in effect) in the amount of such repayment); and (vii) Seventh, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 608(a)(i)(c) or 9-615(a)(3) of the UCC of the State of New YorkUniform Commercial Code; and (dviii) FourthEighth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. (b) In the event that the Agent receives Net Cash Proceeds in respect of any of the Additional Resort Collateral, insurance proceeds in respect of damaged or destroyed Additional Resort Collateral, title insurance proceeds and condemnation proceeds respect to any of the Additional Resort Collateral or in the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the foreclosure of any of the Additional Resort Collateral, or otherwise with respect to the realization upon any of the Additional Resort Collateral, such monies shall be distributed for application as follows: (i) First, to the payment of, or (as the case may be) the reimbursement of the Agent and the Banks for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent and the Banks in connection with the collection of such monies by the Agent and the Banks, for the exercise, protection or enforcement by the Agent and the Banks of all or any of the rights, remedies, powers and privileges of the Agent and the Banks under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent and the Banks against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent and the Banks to such monies; (ii) Second, to pay interest on the Tranche A Loans and to pay interest on the Tranche B Loans; (iii) Third, to pay any other Obligations (other than the principal of the Loans) then due and payable; (iv) Fourth, to pay the principal of the Tranche B Loans pro rata based upon the respective Tranche A Commitment Percentages of the Banks (it being understood that such repayment shall be accompanied by a permanent reduction in Total Tranche B Commitment (if then in effect) in the amount of such repayment); (v) Fifth, to pay any remaining principal of the Tranche B Loans (it being understood that such repayment shall be accompanied by a permanent reduction in Total Tranche B Commitment (if then in effect) in the amount of such repayment); (vi) Sixth, to pay the principal of the Tranche A Loans (it being understood that such repayment shall be accompanied by a permanent reduction in Total Tranche A Commitment (if then in effect) in the amount of such repayment); (vii) Seventh, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-608(a)(i)(c) or 9-615(a)(3) of the Uniform Commercial Code; and (viii) Eighth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. (c) In the event that the Agent receives Net Cash Proceeds in respect of any of the Existing Mortgaged Properties, insurance proceeds in respect of damaged or destroyed Existing Mortgaged Properties, title insurance proceeds and condemnation proceeds respect to any of the Existing Mortgaged Properties or in the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the foreclosure of any of the Existing Mortgages or otherwise with respect to the realization upon any of the Existing Mortgaged Properties, such monies shall be distributed for application as follows: (i) First, to the payment of, or (as the case may be) the reimbursement of the Agent and the Banks for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent and the Banks in connection with the collection of such monies by the Agent and the Banks, for the exercise, protection or enforcement by the Agent and the Banks of all or any of the rights, remedies, powers and privileges of the Agent and the Banks under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent and the Banks against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent and the Banks to such monies; (ii) Second, to pay interest on the Tranche A Loans of Sovereign and to pay interest on the Tranche B Loans of Sovereign; (iii) Third, to pay any other Obligations (other than the principal of the Loans) then due and payable to Sovereign; (iv) Fourth, to pay the principal of the Tranche B Loans of Sovereign (it being understood that such repayment shall be accompanied by a permanent reduction in Sovereign's Tranche B Commitment (if then in effect) in the amount of such repayment); (v) Fifth, to pay the principal of the Tranche A Loans of Sovereign (it being understood that such repayment shall be accompanied by a permanent reduction in Sovereign's Tranche A Commitment (if then in effect) in the amount of such repayment); (vi) Sixth, to pay the interest on the Tranche A Loans of the Tranche A Banks (other than Sovereign) and to pay interest on the Tranche B Loans of the Tranche B Banks (other than Sovereign) and to pay any other Obligations (other than the principal of the Loans) then due and payable to the Banks (other than Sovereign); (vii) Seventh, to pay the principal of the Tranche A Loans of the other Tranche A Banks (it being understood that such repayment shall be accompanied by a permanent reduction in the Tranche A Total Commitment (if then in effect) in the amount of such repayment); (viii) Eighth, to pay the principal of the Tranche B Loans of the other Tranche B Banks (it being understood that such repayment shall be accompanied by a permanent reduction in the Tranche B Total Commitment (if then in effect) in the amount of such repayment); (ix) Ninth, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-608(a)(i)(c) or 9-615(a)(3) of the Uniform Commercial Code; and (x) Tenth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. (d) Except as otherwise provided in Section 12.5(a), (b) and (c) above, with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, all payments shall be made to the Banks pro rata.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations in such order or preference as the Required Majority Lenders may shall determine; provided, however, that (i) distributions in respect of such other Obligations shall include, on a pari passu basis, the Agent's fee payable pursuant to Section 4.3; (ii) in the event that any Lender shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made (A) pari passu among Obligations with respect by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations described in this subsection (b), and (Biii) except as otherwise provided in clause (ii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders pro rata across all Tranches rata; and (ii) provided, further that the Administrative Agent Majority Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following ----------------------------------- the occurrence or during the continuance of any Default or Event of Default, the Administrative any Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, each Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative each Agent in connection with the collection of such monies by the Administrative each Agent, for the exercise, protection or enforcement by the Administrative each Agent of all or any of the rights, remedies, powers and privileges of the Administrative each Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative each Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative each Agent to such monies; (b) Second, to all other Obligations (other than Obligations under Derivative Contracts with either of the Agents) in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) -------- ------- distributions shall be made (A) pari passu among Obligations with respect ---- ----- to the Administrative Agent’s Fee Agents' fee payable pursuant to (S)5.1 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches --- rata, and (ii) the Administrative Loan and Collateral Agent may in its discretion make ---- proper allowance to take into account any Obligations not then due and payableand; (cd) ThirdFourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent Agents of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9(S)9-615 504(1)(c) of the UCC Uniform Commercial Code of the State of New York; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to Section 5.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as pari passu among the Required Lenders may determineAdministrative Agent and the Lenders; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders on a pro rata across all Tranches basis, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 608(a)(1)(C) or 9-615(a)(3) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Majority Lenders may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions in respect of such obligations shall be made (Ai) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to Section 6.2 and all other Obligations and (Bii) Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata across all Tranches PRO RATA; and (ii) PROVIDED, FURTHER, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In Subject in all cases to the requirements of the Intercreditor Agreement to share proceeds of the Collateral as set forth therein, in the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as pari passu among the Required Lenders may determineAdministrative Agent and the Banks; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee payable pursuant to §4.1 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 504(1)(c) of the UCC Uniform Commercial Code of the State The Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, expenses and disbursements and losses which shall have been paid or incurred or sustained by the Administrative Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Majority Lenders may shall determine; provided, however, that (i) distributions Swing Loans shall be made repaid first, (Aii) distributions in respect of such other Obligations shall include, on a pari passu among basis, any Agent’s fee payable pursuant to §4.2; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, (iv) any amounts applied pursuant to §12.6(d) shall be first applied to Obligations with respect owing to the Administrative Agent’s Fee Revolving Credit Lenders and all other Obligations then to the Term Loan Lenders, and (Bv) except as otherwise provided in clauses (iii) and (iv), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata across all Tranches rata, and (ii) as between Revolving Credit Loans and Term Loans shall be made pro rata; and provided, further that the Administrative Agent Majority Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of that any Default or Event of Default, Default has occurred and is continuing and the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Agent may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to Section 5.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches Banks PRO RATA, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of the Senior Notes and any other obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the ----------------------------------- occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Banks may determine; provided, however, that (i) distributions -------- ------- shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's ---- ----- fee payable pursuant to (S)6.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent --- ---- may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9(S)9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the ----------------------------------- occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Loan Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) -------- ------- distributions shall be made (A) pari passu among Obligations with respect ---- ----- to the Administrative Agent’s 's Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches rata, and (ii) the --- ---- Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9(S)9-615 608(a)(1)(c) or (S)9-615(a)(3) of the UCC of the State of New YorkUCC; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent, the Collateral Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall shall, subject to the provisions of §§ 2.11 and 5.8 be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent and the Collateral Agent for or in respect of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent or the Collateral Agent in connection with the collection of such monies by the Administrative Agent or the Collateral Agent, for the exercise, protection or enforcement by the Administrative Agent or the Collateral Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent, the Collateral Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent or Collateral Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Collateral Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee fees and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches rata, provided that proceeds attributable to any guaranty that secures only the Canadian Obligations or any Collateral that secures only the Canadian Obligations shall only be applied to the Canadian Obligations, and (ii) the Administrative Agent and the Collateral Agent may in its their discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 608(a)(1)(c) or Section 9-615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the CollateralCollateral (in each case following the grant of any security interest in accordance with section 6.2), such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens Liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Secured Obligations (other than obligations of the Company and its Subsidiaries to any of the Banks, any Bank Affiliate and/or the Agent with respect to any Interest Hedging Agreements and Hedging Agreements) in such order or preference among types of Secured Obligations as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Secured Obligations with respect to the Administrative Agent’s 's Fee and all other Secured Obligations and (B) with respect to each type of Secured Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, based on the then outstanding amount of Secured Obligations (and on the assumption that Secured Obligations consisting of guaranties are equal to the amount of the outstanding obligations guaranteed), and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Secured Obligations not then due and payable; (c) Third, to obligations of the Company and its Subsidiaries to any of the Banks, any Bank Affiliate and/or the Agent with respect to any Interest Hedging Agreements and Hedging Agreements; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Secured Obligations, to the payment of any obligations required to be paid pursuant to §section 9-615 615(a)(3) of the UCC Uniform Commercial Code of the State The Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower Company or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations (other than obligations of each Borrower and its Subsidiaries to any Secured Party with respect to any Interest Rate Protection Agreements, Swap Contracts or Cash Management Agreements) in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu paripassu among Obligations with respect to the fees owing to the Administrative Agent’s Fee Agent and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches prorata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment to obligations of each Borrower and satisfaction in full in cash or other provisions for payment in full satisfactory its Subsidiaries to the Lenders and the Administrative Agent of all any of the ObligationsSecured Parties with respect to any Interest Rate Protection Agreements, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.Swap Contracts and any Cash Management Agreements entered into with any Secured Party;

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 608(a)(1)(C) or 9-615(a)(3) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. (a) In the event that, following the occurrence or during the continuance of any Default or Event of DefaultTermination Declaration Date, the Administrative either Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application applied to the Obligations and to the Prepetition Lender Debt as follows: (ai) Firstfirst, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agents for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent Agents in connection with the collection of such monies by the Administrative either Agent, for the exercise, protection or enforcement by the Administrative either Agent of all or any of the rights, remedies, powers and privileges of the Administrative either Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent Agents against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent Agents to such monies; (ii) second, to pay interest on, and then principal of, Swing Line Loans; (iii) third, to pay interest on the Loans (other than Swing Line Loans) then due and payable; (iv) fourth, to any other Obligations then due and payable; (v) fifth, to pay the principal of Loans (it being understood that such repayment shall be accompanied by a permanent reduction in the Total Commitment (if then in effect) in the amount of such repayment); (vi) sixth, to cash collateralize Letters of Credit in an amount equal to 105% of the Maximum Drawing Amount thereof; (vii) SEVENTH, TO PAY INTEREST ON THE TERM LOAN, THE PREPETITION REVOLVER AND ANY OTHER PREPETITION LENDER DEBT OTHER THAN PRINCIPAL OF THE TERM LOAN AND THE PREPETITION REVOLVER; (viii) EIGHTH, TO PAY ANY PRINCIPAL OF THE TERM LOAN AND THE PREPETITION REVOLVER; (ix) NINTH, UPON PAYMENT AND SATISFACTION IN FULL OR OTHER PROVISIONS FOR PAYMENT IN FULL SATISFACTORY TO THE BANKS AND THE ADMINISTRATIVE AGENT OF ALL OF THE OBLIGATIONS AND TO THE PREPETITION LENDERS OF ALL OF THE PREPETITION LENDER DEBT, TO THE PAYMENT OF ANY OBLIGATIONS REQUIRED TO BE PAID PURSUANT TO SS.9-608(A)(1)(C) OR 9-615(A)(3) OF THE UNIFORM COMMERCIAL CODE; AND (x) tenth, the excess, if any, shall be returned to the Borrowers or to such other Persons as are entitled thereto. (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with With respect to each type of Obligation owing to the Banks or Prepetition Lender Debt owing to the Prepetition Lenders, such as interest, principal, fees and expenses, among all payments shall be made to the Lenders pro rata across all Tranches Banks or the Prepetition Lenders, as the case may be, PRO RATA, and (ii) the Administrative Agent may in its discretion make proper allowance on a PRO RATA basis among the Banks or the Prepetition Lenders to take into account any Obligations or Prepetition Lender Debt not then due and payable;. (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to None of the Lenders Agents and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, Banks shall be returned subject to the Borrower or to such other Persons as are entitled theretomarshalling. HOWEVER, UPON THE COLLECTION OR DISPOSITION OF COLLATERAL SECURING BOTH THE OBLIGATIONS AND THE PREPETITION DEBT, THE PROCEEDS THEREOF OTHERWISE TO BE APPLIED PURSUANT TO THIS SS.15.4 TO THE OBLIGATIONS MAY, IN THE DISCRETION OF THE AGENTS AND THE MAJORITY BANKS, BE APPLIED TO THE PREPETITION LENDER DEBT.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in and to support of any the provision of adequate indemnity to the Administrative Agent against any all taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among in respect of such Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Banks, with respect to each type of Obligation owing to the Lenders, (such as interest, principal, fees and expenses) of Obligation, and Obligations under any interest rate protection agreement with any Bank or any affiliate of any Bank, shall be made among the Lenders Banks pro rata across all Tranches in relation to their share of such type of Obligation; and (ii) provided, further, that the Administrative Agent may in its sole discretion make proper allowance to take into account any Obligations not then due and payablepayable and to require that cash collateral be set aside in an amount equal to the Maximum Drawing Amount under any or all Letters of Credit then outstanding (for purposes of this Section 14.4(b), Obligations arising under any interest rate protection agreement with any Bank or any affiliate of any Bank and principal with respect to the Loans shall be treated as the same type of Obligation); (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to ss.4.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches Banks PRO RATA, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New York; Massachusetts and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other pro rata between the FIL Obligations guaranteed by the Borrower and the Obligations and in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions in respect of such obligations shall be made (Ai) pro rata between the FIL Obligations guaranteed by the Borrower and the Obligations; (ii) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to Section 5.2 and all other Obligations and (Biii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders Banks pro rata across all Tranches rata; and (ii) provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, Bank receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among in respect of such Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Banks with respect to each type of Obligation owing to the Lenders, such as interest, principalfees, fees principal and expenses, shall be made among the Lenders Banks pro rata across all Tranches rata; and (ii) provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) FirstFIRST, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) SecondSECOND, to all other Obligations in such order or preference as pari passu among the Required Lenders may determineAdministrative Agent and the Lenders; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches on a PRO RATA basis, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) ThirdTHIRD, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §ss.9-608(a)(1)(C) or 9-615 615(a)(3) of the UCC Uniform CommerciaL Code of the State Commonwealth of New YorkMassachusetts; and (d) FourthFOURTH, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that the Agent receives proceeds as contemplated by ss.2.11 or in the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows:: 32 (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all Swing Line Loans, in such order or preference as the Agent may determine; (c) Third, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fees payable pursuant to ss.5.1 and all other Obligations (other than with respect to the Swing Line Loans) and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches Banks PRO RATA, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (cd) ThirdFourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto."

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations other than the Subdebt Funding Loans in such order or preference as to type of Obligations (such as interest, principal, fees and expenses) as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to ss.5.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches and (ii) in accordance with the Administrative Agent may principal amount of each Bank's outstanding Notes, provided, however, the Revolving Banks hereby agree that as to the application of any amounts to the Revolving Credit Loans, such amounts shall be applied first to repay any Revolver A Exposure in its discretion make proper allowance an amount in excess of the Maximum Initial Amount, second to take into account any Obligations not then due and payablerepay the outstanding amount of the Revolving Credit B Loans other than the Subdebt Funding Loans, third to repay the remaining Revolver A Exposure; (c) Third, to the Subdebt Funding Loans and all other Obligations arising thereunder; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(l)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, Lender as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Requisite Lenders may determine; provided, however, that (i) distributions distribution in respect of such Obligations shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches in accordance with each Lender's respective Commitment Percentage; and (ii) provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Requisite Lenders and the Administrative Agent of all of the Obligations, and the deposit in any cash collateral account established pursuant to (S)2.9 (f) of the amount required thereby, to the payment of any obligations required to be paid pursuant to §9(S)9-615 504(1)(c) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations (other than those Obligations arising or incurred under any ancillary facilities provided by the Agent or any Banks in their individual capacities to the Borrower) in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that distributions in respect of (i) distributions such obligations shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable pursuant to Section 5.1 and all other Obligations and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders Banks pro rata across all Tranches rata; and (ii) provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to those Obligations arising under any cash management services, Rate Protection Agreements or any other ancillary facilities provided by the Agent or any other Banks in their individual capacities to the Borrower in connection with this Agreement; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable out-of-pocket costs, expenses, expenses and disbursements and losses which shall have been paid or incurred or sustained by the Administrative Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders may shall determine; provided, however, that (i) distributions Swing Loans shall be made repaid first, (Aii) distributions in respect of such other Obligations shall include, on a pari passu among Obligations with respect basis, any Agent’s fee payable pursuant to §4.2; (iii) in the event that any Lender shall have wrongfully failed or refused to make an advance under §2.5(d), §2.7 or §2.10(f) and such failure or refusal shall be continuing, advances made by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations described in this subsection (b), and (Biv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses (but excluding the Swing Loans) shall be made among the Lenders pro rata across all Tranches and (ii) as between Revolving Credit Loans and Term Loans shall be made pro rata; and provided, further that the Administrative Agent Required Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of of, the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent to protect or preserve the collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Majority Lenders may shall determine; provided, however, that (i) distributions in respect of such Obligations shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee Agents fee payable pursuant to Section 4.3 and all other Obligations, (ii) in the event that any Lender shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (Biii) Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata across all Tranches rata; and (ii) provided, further that the Administrative Agent Majority Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) Firstfirst, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Secondsecond, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions in respect of such Obligations shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s 's Fee payable pursuant to Section 6.1(b) and all other Obligations and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees (other than the Agent's Fee) and expenses, shall be made among the Lenders Banks pro rata across all Tranches rata; and (ii) provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Thirdthird, upon payment and satisfaction in full in cash or other provisions provision for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Loan Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations (other than obligations of the Borrower and its Subsidiaries to any Secured Party with respect to any Interest Rate Protection Agreements or Swap Contracts) to be paid in the following order: first to the payment of interest and fees, second to the payment of principal of the Term Loans and third to other such Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations (other than with respect to Interest Rate Protection Agreements and Swap Contracts) with respect to the fees owing to the Administrative Agent’s Fee Agent and all other such Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expensesexpenses (but excluding Interest Rate Protection Agreements and Swap Contracts with (any Hedge Counterparty), among the Lenders pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all Obligations of the ObligationsBorrower and its Subsidiaries to any Hedge Counterparty with respect to any Interest Rate Protection Agreements and Swap Contracts, in each case, which states that it relates to the payment of this Loan Agreement entered into with any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.Hedge Counterparty;

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, Collateral Documents or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of to all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Loan Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among ----------------- in respect -107- to such Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees fees, and expenses, shall be made among the Lenders pro rata across all Tranches rata; and (ii) provided, further, that the Administrative --- ---- -------- ------- Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9(S)9-615 504(1)(c) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled theretoa court of competent jurisdiction may direct.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, Lender as the case may be, receives any monies in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or any assets of Borrower or Mortgagor, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Majority Lenders may determine; provided, however, that (i) in the event that any Lender shall have wrongfully failed or refused to make an advance under §2.6 and such failure or refusal shall be continuing, advances made by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (ii) distributions in respect of such Obligations shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches in accordance with each Lender’s respective Facility Percentage; and (ii) provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, and to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New Yorkapplicable laws applicable to such enforcement; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) FirstFIRST, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or -77- enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) SecondSECOND, to all other Obligations in such order or preference as the Required Lenders may determineObligations; provided, however, PROVIDED that (i) distributions shall be made (A) pari passu PARI PASSU among Obligations with respect to the Administrative Agent’s Fee 's fees and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across PRO RATA in accordance with the amount of all Tranches such Obligations outstanding, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) ThirdTHIRD, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 608(a)(1)(C) or 9-615(a)(3) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) FourthFOURTH, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions in respect of such Obligations shall be made (A) pari passu among Obligations with respect to any fees which may be payable to the Administrative Agent’s Fee Agent and all other Obligations, (ii) Obligations and (B) owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders Banks pro rata across all Tranches rata; and (iiiii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. (a) In the event that, following the occurrence or during the continuance of Termination Declaration Date, any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, Lender receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application applied to the Obligations as follows: (ai) Firstfirst, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent Lender in connection with the collection of such monies by the Administrative AgentLender, for the exercise, protection or enforcement by the Administrative Agent Lender of all or any of the rights, remedies, powers and privileges of the Administrative Agent Lender under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent Lender to such monies; (bii) Secondsecond, to all other Obligations in such order or preference as pay interest on the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not Revolving Credit Loans then due and payable; (ciii) Thirdthird, if all of the Obligations have not then been declared due and payable, to any other Obligations then due and payable; (iv) fourth, to pay the principal of Revolving Credit Loans (it being understood that such repayment shall be accompanied by a permanent reduction in the Total Commitment (if then in effect) in the amount of such repayment); (v) fifth, to any other Obligations then due and payable; (vi) sixth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 608(a)(1)(c) or 9-615(a)(3) of the UCC of the State of New YorkUniform Commercial Code; and (dvii) Fourthseventh, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto. (b) With respect to each type of Obligation owing to the Lender, such as interest, principal, fees and expenses, all payments shall be made to the Lender. (c) The Lender shall not be subject to marshalling.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of of, the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent to protect or preserve the collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Majority Lenders may shall determine; provided, however, that (i) distributions in respect of such other Obligations shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee fee payable pursuant to §4.3 and all other Obligations, (ii) in the event that any Revolving Credit Lender or Secured Term Loan Lender shall have wrongfully failed or refused to make an advance under §2.7 and such failure or refusal shall be continuing, advances made by other Revolving Credit Lenders or Secured Term Loan Lenders, respectively, during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (Biii) Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders, pro rata; and provided further that the Majority Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its their discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Hedge Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Majority Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among in respect of Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata across all Tranches rata; and (ii) provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State of New YorkConnecticut; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security DocumentsAgreement, the Pledge Agreement or any Additional Pledge Agreements, or otherwise with respect to the realization upon any of the Collateral, the Pledged Equity or Additional Pledged Equity, such monies shall be distributed for application as follows: : (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or the Pledged Equity or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; ; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determineObligations; provided, however, provided that (i) distributions shall be made (A) pari passu among the Obligations with (including the Drawing Amount of all outstanding Letters of Credit); provided, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Drawing Amount of all outstanding Letters of Credit which has been included as an Obligation and any cash collateral held for the benefit of the Lenders in respect thereto will be redistributed pari passu to the Administrative Agent’s Fee and all other Obligations Lenders in accordance with this § 12.4(b)(A), and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) in accordance with the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent amount of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New Yorksuch Obligations outstanding; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or and during the continuance of any Default or an Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documentsmonies, whether pursuant to Section 2.3(c), Section 10 or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent, for the benefit of the Agent and the Banks, under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations (other than the Obligations of the Borrowers and the Guarantors in respect of the German Guaranty) in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that distributions in respect of (i) distributions such Obligations shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Collateral administration fees payable pursuant to the Fee Letter and all other Obligations and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders Banks pro rata across rata; and provided, further, that the Agent may in its discretion make proper allowance to take into account any 80 -75- Obligations not then due and payable (including the retaining, in the Agent's discretion following two days' prior written notice of the occurrence of an Event of Default given to the Borrowers by the Agent, of a portion or all Tranches of such monies to provide cash collateral in an amount equal to 105% of the Maximum Drawing Amount to secure Reimbursement Obligations); (c) Third, to all other Obligations of the Borrowers and the Guarantors in respect of the German Guaranty in such order or preference as the Majority Banks may determine; provided, however, that distributions in respect of (i) such Obligations under the German Guaranty shall be made pari passu among Obligations with respect to any fees payable for the account of the German Lender pursuant to the German Loan Documents and all other such Obligations under the German Guaranty and (ii) Obligations under the Administrative German Guaranty owing to the Banks or the German Lender with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among the Banks and the German Lender pro rata; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payablepayable (including the retaining, in the Agent's discretion following two days' prior written notice of the occurrence of an Event of Default given to the Borrowers by the Agent, of a portion or all of such monies to provide cash collateral in an amount equal to 105% of the German Outstandings to secure the Obligations under the German Guaranty); (cd) ThirdFourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to each of the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral after an acceleration pursuant to Section 12.2 shall be distributed in whole or in part by the Administrative Agent in the following order of priority: (i) to the Administrative Agent in an amount equal to the Secured Obligations owing to the Administrative Agent in such capacity, for reasonable costs, fees, expenses or indemnities in connection with its actions under the collection Loan Documents as of the date of such monies by distribution and, to the extent that the Lenders have reimbursed the Administrative Agent for any such costs, fees or expenses, to the Lenders in an amount equal to the amount so reimbursed; (ii) to the Lenders and the Qualified Hedge Counterparties in an amount equal to the Secured Obligations due and owing to such Persons as of the date of such distribution and to the Administrative Agent, to be retained as Collateral in an amount equal to the undrawn amounts of Letters of Credit, the reimbursement obligations for which when incurred would constitute Secured Obligations; provided that in the exerciseevent such reimbursement obligations become owing to any Lender, protection or enforcement by the Administrative Agent shall pay to such Lender the amount of all cash held as Table of Contents Collateral therefore pursuant to this clause (ii) and; provided, further, that to the extent any such Letters of Credit shall expire or any of terminate undrawn the rights, remedies, powers and privileges of the Administrative Agent under amount held as Collateral therefor pursuant to this Credit Agreement or any of the other Loan Documents or clause in respect of such reimbursement obligations shall be applied in accordance with the Collateral or order of priorities set out in support of any provision of adequate indemnity this Section 4.3; (iii) to the Administrative Agent against to be retained as Collateral an amount equal to any taxes or liens which by law shall haveother contingent Secured Obligations not included in clause (ii) above; provided that in the event such contingent Secured Obligations become owing to the holder thereof, or may have, priority over the rights of then the Administrative Agent shall pay to such monies;Person such amount of cash held as Collateral therefore pursuant to this clause; and provided, further, that in the event such contingent Secured Obligations fail to become absolute, then the amount of cash held as Collateral therefor pursuant to this clause in respect of such Secured Obligations shall be applied in accordance with the order of priorities set out in this Section 4.3; and (biv) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee extent of any surplus (but only after payment in full of all Secured Obligations, direct or contingent, and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations whether or not then due and payable; (c) Thirdif any, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Person lawfully entitled thereto, except as may be provided otherwise by law, it being understood that the Borrowers shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate of the sums referred to in clauses (i) through (iii) of this Section 4.3. During the pendency of any legal proceeding to determine whether any claim of any Person is a “Secured Obligation” hereunder, the Administrative Agent of all of the Obligations, shall segregate any funds allocable to the payment Person whose claim is the subject of any obligations required such proceeding and hold such segregated funds until the matter has been resolved by a final, non-appealable order of a court of competent jurisdiction. In the event that funds to be paid distributed by the Collateral Agent pursuant to §9-615 clause (ii) or (iii) of this Section 4.3 shall be insufficient to pay in full the UCC Secured Obligations referred to therein, distributions made pursuant to any such clause shall be made pro rata based on the aggregate amount of the State of New York; andSecured Obligations held by each Person referred to therein. (db) FourthUntil the Administrative Agent shall have distributed cash held by it pursuant hereto, the excess, if any, Administrative Agent may invest such cash in Cash Equivalent Investments and such Cash Equivalent Investments shall be returned to retained by the Borrower or to such other Persons Administrative Agent as are entitled theretoCollateral.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application (x) so long as the Collateral Agency Agreement is in effect, as provided in the Collateral Agency Agreement, and (y) to the extent required or permitted by the Collateral Agency Agreement or after the Collateral Agency Agreement is no longer in effect, as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of the Administrative Agent's fee payable pursuant to ss.5.2 and all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Majority Lenders may determine; providedPROVIDED, howeverHOWEVER, that (i) distributions shall be made (A) pari passu among in respect of Obligations with respect owing to the Administrative Agent’s Fee and all other Obligations and (B) Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata across all Tranches PRO RATA; and (ii) PROVIDED, FURTHER, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, as required by the Collateral Agency Agreement, to the extent then in effect, and thereafter, to the payment of any obligations required to be paid pursuant to §9ss.9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of of, the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may Majority Banks shall determine; providedPROVIDED, howeverHOWEVER, that (i) distributions in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made (A) pari passu among Obligations with respect by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations described in this subsection (b), and (Bii) Obligations owing to the Banks with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata across all Tranches Banks PRO RATA in accordance with their Commitment Percentages; and (ii) PROVIDED, further that the Administrative Agent Majority Banks may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations other than the Subdebt Funding Loans in such order or preference as to type of Obligations (such as interest, principal, fees and expenses) as the Required Lenders Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee 's fee payable 45 -45- pursuant to Section 5.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches and (ii) in accordance with the Administrative Agent may principal amount of each Bank's outstanding Notes, provided, however, the Revolving Banks hereby agree that as to the application of any amounts to the Revolving Credit Loans, such amounts shall be applied first to repay any Revolver A Exposure in its discretion make proper allowance an amount in excess of the Maximum Initial Amount, second to take into account any Obligations not then due and payablerepay the outstanding amount of the Revolving Credit B Loans other than the Subdebt Funding Loans, third to repay the remaining Revolver A Exposure; (c) Third, to the Subdebt Funding Loans and all other Obligations arising thereunder; (d) Fourth, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §Section 9-615 504(l)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (de) FourthFifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto. (e) Section 13 of the Credit Agreement is hereby amended by inserting immediately after the end of the text of Section 13.5 the following:

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderSecured Party, as the case may be, receives any monies in connection with the enforcement of any of the Security Loan Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative AgentAgent for, in its capacity as such, for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes Taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to the payment in full of all other of the Secured Obligations pro rata among the Secured Parties in such order or preference as accordance with the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect amounts owing to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payablethem; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Secured Obligations, to the payment of any obligations required to be paid pursuant to §Section 9 608(a)(1)(C) or 9-615 615(a)(3) of the UCC Uniform Commercial Code of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations (other than obligations of the Borrower and its Subsidiaries to any Secured Party with respect to any Interest Rate Protection Agreements, Swap Contracts or Cash Management Agreements) in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the fees owing to the Administrative Agent’s Fee Agent and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all obligations of the Obligations, Borrower and its Subsidiaries to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) FourthSecured Parties with respect to any Interest Rate Protection Agreements, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.any Swap Contracts and any Cash Management Agreements entered into with any Secured Party;

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the CollateralCollateral or other assets of Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders may shall determine; provided, however, that (i) distributions in respect of such other Obligations shall include, on a pari passu basis, the Agent's fee payable pursuant to ss.4.3; (iii) in the event that any Lender shall have wrongfully failed or refused to make an advance under ss.2.5(d), ss.2.7 or ss.2.10(f) and such failure or refusal shall be continuing, advances made (A) pari passu among Obligations with respect by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the Administrative Agent’s Fee and all other Obligations described in this subsection (b), and (Biv) except as otherwise provided in clause (ii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, expenses shall be made among the Lenders pro rata across all Tranches rata; and (ii) provided, further that the Administrative Agent Required Lenders may in its their discretion make proper allowance to take into account any Obligations not then due and payable;; and (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to termination payments due with respect to the Lenders and the Administrative Agent of all of the Hedge Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following ----------------------------------- the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders Majority Banks may determine; provided, however, that (i) -------- ------- distributions shall be made (A) pari passu among Obligations with ---- ----- respect to the Administrative Agent’s Fee 's fee payable pursuant to (S)6.2 and all other Obligations and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders Banks pro rata across all Tranches rata, and (ii) the Administrative Agent may in its discretion make proper --- ---- allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9(S)9-615 504(1)(c) of the UCC Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.