Common use of Distribution of Collateral Proceeds Clause in Contracts

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the 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 Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall Majority Banks may determine; provided, however, that (i) Swing Loans distributions -------- ------- shall be repaid first, made (iiA) distributions in respect of such other Obligations shall include, on a pari passu basis, any among Obligations with respect to the Agent’s '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, S)6.2 and all other Obligations and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, Banks pro rata; , and provided, further that (ii) the Required Lenders Agent --- ---- may in their 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 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 (S)9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of 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, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders Majority Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other 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 other Obligations described in this subsection (b), and (iviii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata; and provided, further further, that the Required Lenders Majority Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Requisite Lenders shall may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions distribution 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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro ratarata in accordance with each Lender's respective Commitment Percentage; and provided, further further, that the Required Lenders Agent may in their 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 or other provisions for payment in full satisfactory to the Requisite Lenders and the Agent of all of the obligations, and to the payment of any obligations required to be paid pursuant to Section 9-504(1)(c) of the 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and or during the continuance of any 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 Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 for or in respect of, of all reasonable out-of-pocket costs, expenses, 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 Lenders shall determineObligations; provided, however, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in pari passu among Obligations with respect of such to the Fees and all other Obligations shall include, on a pari passu 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, and (ivB) 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 and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, pro rata; , and provided, further that (ii) the Required Lenders Administrative Agent may in their 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 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(a)(3) of the 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the 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 Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other pro rata between the FIUI Obligations guaranteed by the Borrowers and the 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 Lenders shall Majority Banks may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other obligations shall be made (i) pro rata between the FIUI Obligations shall include, on a guaranteed by the Borrowers and the Obligations; (ii) pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2, Section 6.1 and all other Obligations and (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata; and provided, further further, that the Required Lenders Agent may in their 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 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 9-504(1)(c) of the 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lendershall have wrongfully failed or refused to make an advance under §2.5(d), payments to §2.7 or §2.8(f) and such Lender failure or refusal shall be governed continuing, advances made by §2.13other 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 (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s fee payable pursuant to §4.24.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.132C(c), and (iviii) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge ProvidersLenders, pro rata; and provided, provided further that the Required Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and; (c) Third, to the Hedge Obligations 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 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 applied first to the Obligations owing to the Revolving Credit Lenders, and then to the Term Loan Lenders pro rata and (ivv) except as otherwise provided in clause (iii)) and (iv) above, Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between Revolving Credit Loans (including obligations with respect to Swing Loans and Letters of Credit) and Term Loans shall be made pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCredit 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 Agent for or in respect of, all reasonable and documented out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge 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 shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under §2.9(a) and such Lender failure or refusal shall be governed continuing, advances made by §2.13, 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 and Hedge Obligations described in this subsection (b); and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge ProvidersLenders, pro rata,; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, to the payment of the Hedge 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCredit 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the 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 Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under Error! Reference source not found. and such Lender failure or refusal shall be governed continuing, advances made by §2.13, 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 and Hedge Obligations described in this subsection (b); and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders Lenders, pro rata, and among the Lender Hedge Providers, Providers pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations and Hedge Obligations not then due and payable; and; (c) Third, 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 and during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other any assets of the Borrower or the GuarantorsBorrower, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 shall may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions distribution 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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro ratarata in accordance with each Lender’s respective Facility Percentage; and provided, further further, that the Required Lenders Agent may in their 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 or other provisions for payment in full satisfactory to the Lenders and the Agent of all of the Obligations, and to the payment of any obligations required to be paid pursuant to applicable 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.” (k) Notwithstanding anything in the Loan Agreement to the contrary, the Obligations shall be secured by (i) a perfected second priority lien and security interest to be held by the Agent (subject only to Permitted Liens and the liens granted to the “Agent” under the Secured Revolving Credit Agreement) in the Mortgaged Properties, pursuant to the terms of the Security Documents, and (ii) a perfected second priority lien and security interest to be held by the Agent in the Leases and rents from the Mortgaged Properties pursuant to the Assignments of Leases and Rents (subject only to Permitted Liens and the liens granted to the “Agent” under the Secured Revolving Credit Agreement). (l) For the purposes of §8.4(c) of the Loan Agreement, the Lenders approve of the plan of transfers set forth in the separate plan delivered to Agent contemporaneously herewith, provided that such approval shall not affect Borrower’s obligation pursuant to §8.4(c) of the Loan Agreement to provide a Compliance Certificate with updated calculations prior to any such transfer.

Distribution of Collateral Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Requisite Lenders shall may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions distribution 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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro ratarata in accordance with each Lender's respective Commitment Percentage; and provided, further further, that the Required Lenders Agent may in their 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 or other provisions for payment in full satisfactory to the Lenders and the Agent of all of the obligations, and to the payment of any obligations required to be paid pursuant to applicable 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, that following the occurrence and or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the 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 Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other pro rata between the FIUI Obligations guaranteed by the Borrower and the 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 Lenders shall Majority Banks may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other obligations shall be made (i) pro rata between the FIUI Obligations shall include, on a guaranteed by the Borrower and the Obligations; (ii) pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2, Section 6.2 and all other Obligations and (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata; and provided, further further, that the Required Lenders Agent may in their 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 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 9-504(1)(c) of the 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; providedPROVIDED, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu PARI PASSU basis, any the Agent’s 's fee payable pursuant to §4.2, ss.4.3; (iii) in the event that any Lender is a Defaulting Lendershall have wrongfully failed or refused to make an advance under ss.2.5(d), payments to ss.2.7 or ss.2.10(f) and such Lender failure or refusal shall be governed continuiNG, advances made by §2.13other 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 (iv) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rataPRO RATA; and providedPROVIDED, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, to termination payments due with respect to the Hedge Obligations; 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 and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders Requisite Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2ss.4.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under ss.2.6 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other 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 other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), ) payment of Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata, and (iv) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Required Lenders Requisite Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCredit 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the 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 Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 bankruptcybankruptcy but excluding Hedge Obligations) in such order or preference as the Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ; and (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge ProvidersLenders, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and; (c) Third, to any Hedge Obligations owed to the Agent or the Lenders, pro 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, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCredit 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the 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 Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge 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 shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under §2.9(a) and such Lender failure or refusal shall be governed continuing, advances made by §2.13, 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 and Hedge Obligations described in this subsection (b); and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders Lenders, pro rata, and among the Lender Hedge Providers, Providers pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations and Hedge Obligations not then due and payable; and; (c) Third, 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, expenses and disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (ivand(iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and or during the continuance of any Default or Event of Default, Administrative Agent or any Secured Party, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, such monies shall be distributed for application as follows, in each case, subject to Carve Out and the priorities set forth in the Intercreditor Agreement so that the obligations of Credit Parties under the ABL Credit Agreement shall first be paid or provision for payment thereof shall be made from proceeds of Prepetition ABL Priority Collateral, and otherwise to be applied first to the Obligations: (a) First, to the payment of, or (as the case may be) the reimbursement of that portion of the Agent for or in respect ofObligations constituting fees, all reasonable out-of-pocket costsindemnities, expensesexpenses and other amounts (including fees, charges and disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity counsel to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over and amounts payable under Section 2.14) payable to the rights of the Administrative Agent or the Lenders to such moniesin its capacity as such; (b) Second, to all payment of that portion of the Obligations constituting fees, indemnities and other Obligations amounts (other than principal and Hedge Obligations interest) payable to Lenders (including any interestfees, expenses or other obligations incurred after charges and disbursements of counsel to the commencement of a bankruptcy) respective Lenders and amounts payable under Sections 2.12 and 2.13), ratably among them in such order or preference as proportion to the Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions amounts described 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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in this clause (iii), Obligations owing b) payable to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; andthem; (c) Third, to payment of accrued and unpaid interest on the excessLoans and the other Obligations, if any, shall be returned ratably among Lenders in proportion to the Borrower or respective amounts described in this clause (c) payable to such them; (d) Fourth, to payment of unpaid principal of the Loans and the other Persons as are entitled thereto.Obligations, ratably among Lenders in proportion to the respective amounts described in this clause Fourth held by them;

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any the fees payable pursuant to Section 4.2 and the Agent’s 's fee payable pursuant to §4.2, Section 4.3; (iiiii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under Section 2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other 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 (iviii) except as otherwise provided in clause (iiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and during the continuance of any 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 Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 for or in respect of, of all reasonable out-of-pocket costs, expenses, 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 (other than those Obligations set forth in clause (including any interest, expenses or other obligations incurred after the commencement of a bankruptcyc)) in such order or preference as the Required Majority Lenders shall may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of (i) such other Obligations obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Administrative Agent’s '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, S)5.1 and all other Obligations and (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further further, that the Required Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and; (c) Third, to those Obligations arising under any cash management services and Rate Protection Agreements provided by the Administrative Agent or any other Lender or any of their respective affiliates in their individual capacities to the Borrower in connection with this Agreement; (d) Fourth, upon payment and satisfaction in full 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 (S)9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower Borrowers 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and the Hedge Obligations (including any interest, expenses or other obligations of either the Obligations or the Hedge Obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.132.14, and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and the Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and the Lender Hedge Providers, Providers pro ratarata and (iv) payment of principal on the Obligations and the Hedge Obligations shall be made on a pari passu basis; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCredit 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the 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 Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under §2.9(a) and such Lender failure or refusal shall be governed continuing, advances made by §2.13, 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 and Hedge Obligations described in this subsection (b); and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders Lenders, pro rata, and among the Lender Hedge Providers, Providers pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations and Hedge Obligations not then due and payable; and; (c) Third, 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other any assets of the Borrower or the Guarantorsany Guarantor, 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and to the Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under §2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other 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 (iviii) except as otherwise provided in clause (iiiii), Obligations and Hedge Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and during the continuance of any an Event of Default, the Agent or any monies are received in connection with Bank, as the enforcement of case may be, receives any of the Loan Documentsmonies, whether pursuant to ss.2.3(c), ss.10 or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent, for the benefit of the Agent or and the Lenders Banks, under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations (other than the Obligations of the Borrowers and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement Guarantors in respect of a bankruptcythe German Guaranty) in such order or preference as the Required Lenders shall Majority Banks may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of (i) such other Obligations shall include, on a be made pari passu basis, any Agent’s fee among Obligations with respect to the Collateral administration fees 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, Fee Letter and all other Obligations and (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of 113 Obligation such as interest, principal, fees and expenses, shall be made among the Banks 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 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 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 German Guaranty owing to the Banks or the German Lender with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders Banks and the German Lender Hedge Providers, pro rata; and provided, further further, that the Required Lenders Agent may in their 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); (d) Fourth, upon payment and satisfaction in full or other provisions for payment in full satisfactory to each of the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to ss.9- 504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and (ce) ThirdFifth, 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 and or during the continuance of any Default or Event of Default, the Administrative Agent or any Secured Party, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of that portion of the Agent for or in respect ofSecured Obligations constituting fees, all reasonable out-of-pocket costsindemnities, expensesexpenses and other amounts (including fees, charges and disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity counsel to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over and amounts payable under Article 5) payable to the rights of the Administrative Agent or the Lenders to such moniesin its capacity as such; (b) Second, to all payment of that portion of the Secured Obligations constituting fees, indemnities and 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee amounts 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, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect (including fees, charges and disbursements of counsel to each type of Obligation such as interest, principal, the respective Lenders (including fees and expenses time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and Hedge Obligations (but excluding amounts payable under Article 5, ratably among them in proportion to the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may respective amounts described in their discretion make proper allowance this clause Second payable to take into account any Obligations not then due and payable; andthem; (c) Third, to payment of that portion of the excessSecured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; (d) Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and Secured Obligations then owing under Specified Hedging Agreements, ratably among the Lenders and the Hedge Counterparty in proportion to the respective amounts described in this clause Fourth held by them; (e) Last, the balance, if any, shall be returned after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or to such other Persons as are entitled theretootherwise required by law.

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes Taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and or during the continuance of any 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 Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 for or in respect of, of all reasonable out-of-pocket costs, expenses, 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 Lenders shall determineObligations; provided, provided that (i) Swing Loans distributions shall be repaid first, made (iiA) 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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, among Obligations and (ivB) 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 and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders pro rata in accordance with the amount of all such Obligations outstanding, and Lender Hedge Providers, pro rata; and provided, further that (ii) the Required Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations (i.e. Letters of Credit) not then due and payable; and; (c) Third, the excess, if any, shall be returned upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Borrower or Lenders and the Administrative Agent of all of the Obligations, to such other Persons as are entitled thereto.the payment of any obligations required to be paid pursuant to ss.9-608(a)(1)(C) or

Distribution of Collateral Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 Agent against any all taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall Majority Banks may determine; provided, that (i) Swing Loans distributions in respect of such Obligations shall be repaid firstmade pari passu among Obligations with respect to the Agent's Fee payable under Section 5.2 hereof and all other Obligations, (ii) distributions in respect of such other the Obligations of the US Borrowers shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2be made only from the proceeds of the realization of the US Collateral, (iii) distribution in respect of the event that any Lender is a Defaulting Lender, payments to such Lender Dutch Obligations shall be governed by §2.13made only from the proceeds of the realization of the Dutch Collateral and the US Collateral, and (iv) except as otherwise provided distributions in clause respect of the Norwegian Obligations shall be made only from the proceeds of the realization of the Norwegian Collateral and the US Collateral, (iii), Obligations owing to the Lenders v) distributions with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders Revolver Banks, the Fronting Bank, the Norwegian Term A Banks, the Dutch Term A Banks and Lender Hedge Providersthe Dutch Term B Banks, as the case may be, shall be made among the applicable Banks pro rata; rata and provided, further that (v) the Required Lenders Agent may in their 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 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 9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; 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 and or during the continuance of any 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 Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 for or in respect of, of all reasonable out-of-pocket costs, expenses, 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; provided that (i) distributions shall be made (A) pari passu among the Obligations (including any interest, expenses or other obligations incurred after the commencement Maximum Drawing Amount of a bankruptcy) in such order or preference as the Required Lenders shall determineLetters of Credit); provided, that (i) Swing Loans shall be repaid firstupon the reduction, (ii) distributions 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 of such other Obligations shall include, on a thereto will be redistributed pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) the Lenders in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13accordance with this s. 13.4(b)(i)(A), and (ivB) 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 and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders pro rata in accordance with the amount of all such Obligations outstanding, and Lender Hedge Providers, pro rata; and provided, further that (ii) the Required Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations (i.e. Letters of Credit) not then due and payable; and; (c) Third, upon payment and satisfaction in full 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 s. 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the ; 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 and or during the continuance of any Default or Event of Default, the Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the 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 Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 shall may determine; provided, however, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in respect of such other Obligations shall include, on a pari passu basis, any among Obligations with respect to the 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, Fee Letter and all other Obligations and (ivB) 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 and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, pro rata; , and provided, further that (ii) the Required Lenders Agent may in their 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 or other provisions for payment in full satisfactory to the Lenders and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code of the State of Illinois; 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsGuarantor, 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ; and (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and; (c) Third, to all Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) pro rata among the Lender Hedge Providers; 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 bankruptcybankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Required Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Required Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower Borrowers or the GuarantorsGuarantor, such monies shall be distributed for application as follows; provided that the proceeds realized from the sale of the Mortgaged Property pursuant to the Mortgage shall be applied in the order set forth therein: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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) bankruptcy in such order or preference as the Required Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under §2.4 or §9 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other 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 (ivii) except as otherwise provided in clause (iiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral 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 Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this 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 against any taxes or liens which by law shall have, or may have, priority over the rights of the 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 shall determine; provided, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata; and provided, further that the Required Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, 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 and or during the continuance of any Default or Event of Default, the Administrative Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the GuarantorsCollateral, 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 for or in respect of, of all reasonable out-of-pocket costs, expenses, 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 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 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 Lenders shall Majority Banks may determine; provided, however, that (i) Swing Loans shall be repaid first, (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 event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks, with respect to each type of Obligation (such as interest, principal, fees and expenses expenses) of Obligation, and Hedge Obligations (but excluding the Swing Loans) under any Interest Rate Protection Agreement with any Bank or any affiliate of any Bank, shall be made among the Lenders and Lender Hedge Providers, Banks pro ratarata in relation to their share of such type of Obligation; and provided, further further, that the Required Lenders Administrative Agent may in their its sole discretion make proper allowance to take into account any Obligations not then due and payable; andpayable 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 15.4(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 or other provisions for payment in full satisfactory to the Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-504(1)(c) of the Uniform Commercial Code of The Commonwealth of Massachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.