Common use of Distribution of Collateral Proceeds Clause in Contracts

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder or under any of the other Credit Documents, such monies shall be distributed for application as follows: 10.4.1 First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit Documents 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 to such monies; 10.4.2 Secondly, to all other Obligations in such order or preference as the Majority Banks may determine; PROVIDED, HOWEVER, that distributions in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, 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;

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, Lender receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Lender in connection with the collection of such monies by the AgentLender, for the exercise, protection or enforcement by the Agent Lender of all or any of the rights, remedies, powers and privileges of the Agent Lender under this Credit Agreement or any of the other Credit Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent Lender to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks Lender may determine; PROVIDEDprovided, HOWEVER, that distributions in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATA; and PROVIDED, FURTHERhowever, that the Agent Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender 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.

Distribution of Collateral Proceeds. In the event that, following whether by receipt of insurance proceeds pursuant to Section 10, upon foreclosure and sale of all or part of the occurrence Collateral pursuant to Section 15, by distribution pursuant to the Intercreditor Agreement or during the continuance of any Default or Event of Defaultotherwise, the Security Agent or any BankCreditor, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Security Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Security Agent in connection with the collection of such monies by the Security Agent, for the exercise, protection or enforcement by the Security Agent of all or any of the rights, remedies, powers and privileges of the Security Agent under this Credit Agreement or Agreement, any of the other Note Documents or any other Credit Documents Agreement or in respect of the Collateral or in support of any provision of adequate indemnity to the Security Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Security Agent to such monies; 10.4.2 Secondly(b) Second, after payment in full of the amounts set forth in Item First, with respect to all other Obligations, distributions shall be made to each of the Creditors, ratably, in accordance with the respective amounts of the Obligations to such Creditors; (c) Third, upon payment and satisfaction in such order full or preference as other provisions for payment in full satisfactory to the Majority Banks may determine; PROVIDED, HOWEVER, that distributions in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans Creditors and the BondSecurity 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 UCC of the State; and (d) Fourth, the excess, if any, shall be made among returned to the Banks PRO RATA; and PROVIDED, FURTHER, that the Agent may in its discretion make proper allowance Company or to take into account any Obligations not then due and payable;such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks may determine; PROVIDEDprovided, HOWEVERhowever, that (i) the Agent’s administrative fee payable pursuant to §2.2 hereof shall rank pari passu with all other Obligations and (ii) all distributions in shall be made among the Banks pro-rata with respect of to each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bondprovided, shall be made among the Banks PRO RATA; and PROVIDED, FURTHERadditionally, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable;

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the security documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit Documents loan documents or in support respect of any the collateral and supports 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks may determine; PROVIDEDprovided, HOWEVERhowever, that distributions in respect of Obligations owing to the Banks with respect to each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATApro rata; and PROVIDEDprovided, FURTHERfurther, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full 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 or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 First(a) first, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit 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 to such monies; 10.4.2 Secondly(b) second, to all other Obligations in such order or preference as the Majority Banks may determineon a pro rata basis; PROVIDEDprovided, HOWEVERhowever, that (i) distributions in respect of such Obligations shall be made pari passu among Obligations with respect to the Agent's Fee payable pursuant to (S)5.2 and all other Obligations and (ii) Obligations owing to the Banks with respect to each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATApro rata; and PROVIDEDprovided, FURTHERfurther, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) third, upon payment and satisfaction in full 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 or and during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 Banks under this Credit Agreement or any of the other Credit 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as pro rata based upon the Majority Banks may determine; PROVIDED, HOWEVER, that distributions in respect amount of the Obligations due each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans the Agent and the Bond, shall be made among the Banks PRO RATABanks; and PROVIDEDprovided, FURTHERfurther, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Majority Banks 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 State of Connecticut or any similar law; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks may determine; PROVIDEDprovided, HOWEVERhowever, that (i) distributions in shall be made (A) pari passu among Obligations with respect of to the Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation (owing to the Banks, such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATA; pro rata, and PROVIDED, FURTHER, that (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full 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 §9-608(a)(1)(C) or 9-615(a)(3) 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 or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, Bank receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks may determine; PROVIDEDprovided, HOWEVERhowever, that distributions in respect of such Obligations owing to the Banks with respect to each type of Obligation (such as interest, principalfees, fees principal and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATApro rata; and PROVIDEDprovided, FURTHERfurther, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full 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 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 or during the continuance of any Default or Event of Default, the Agent or any Bank, Lender as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 Credit 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks Lenders may determine; PROVIDEDprovided, HOWEVERhowever, that distributions distribution in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, Obligations shall be made among the Banks PRO RATALenders pro rata in accordance with each Lender's respective Commitment Percentage; and PROVIDEDprovided, FURTHERfurther, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full 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, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, Bank receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent Bank for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Bank in connection with the collection of such monies by the AgentBank, for the exercise, protection or enforcement by the Agent Bank of all or any of the rights, remedies, powers and privileges of the Agent Bank under this Credit Agreement or any of the other Credit Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent Bank against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent Bank to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks Bank may determine; PROVIDEDand provided, HOWEVER, that distributions in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATA; and PROVIDED, FURTHER, that the Agent Bank may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Bank of all of 49 55 the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-504(1)(c) of the UCC; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any BankLender, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks Lenders may determine; PROVIDEDprovided, HOWEVERhowever, that distributions in respect of Obligations owing to the Lenders with respect to each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATALenders pro rata; and PROVIDEDprovided, FURTHERfurther, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full 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 section 9-504(1)(c) of the Uniform Commercial Code of the State of Connecticut; and (d) Fourth, the excess, if any, shall be returned to the Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, Lender receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Lender in connection with the collection of such monies by the AgentLender, for the exercise, protection or enforcement by the Agent Lender of all or any of the rights, remedies, powers and privileges of the Agent Lender under this Credit Agreement or any of the other Credit Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent Lender to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks Lender may determine; PROVIDEDprovided, HOWEVER, that distributions in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATA; and PROVIDED, FURTHERhowever, that the Agent Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender 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 (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, Lender as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 Credit 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks Lenders may determine; PROVIDEDprovided, HOWEVERhowever, that distributions distribution in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, Obligations shall be made among the Banks PRO RATALenders pro rata in accordance with each Lender's respective Facility Percentage; and PROVIDEDprovided, FURTHERfurther, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full 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, following ----------------------------------- the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, Lender receives any monies in connection with the enforcement of any of its rights hereunder the Loan Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 10.4.1. First, to the payment of, of or (as the case may be) the reimbursement of, the Agent to Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Lender in connection with the collection of such monies by the AgentLender, for the exercise, protection or enforcement by the Agent Lender of all or any of the rights, remedies, powers and privileges of the Agent Lender under this Credit Agreement or any of the other Credit Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent Lender to such monies; 10.4.2 Secondly10.4.2. Second, to all other Obligations in such manner and order or preference as the Majority Banks Lender may determinedetermine in Lender's sole discretion; 10.4.3. Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender 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 State of Illinois; PROVIDEDand 10.4.4. Fourth, HOWEVERthe excess, that distributions in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bondif any, shall be made among returned to the Banks PRO RATA; and PROVIDED, FURTHER, that the Agent may in its discretion make proper allowance Borrower or to take into account any Obligations not then due and payable;such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit 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 to such monies; 10.4.2 Secondly; (b) Second, to all other Obligations in such order or preference as the Majority Banks may determine; PROVIDED, HOWEVER, that (i) distributions in shall be made with respect of to each type of Obligation (owing to the Banks, such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATA; , and PROVIDED, FURTHER, that (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable;; (

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of its rights hereunder the Security Documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent 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 under this Credit Agreement or any of the other Credit 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 to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks may determine; PROVIDEDprovided, HOWEVERhowever, that (i) distributions in shall be made with respect of to each type of Obligation (owing to the Banks, such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATA; pro rata, and PROVIDED, FURTHER, that (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full 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 §9-608 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 or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives Lenders receive any monies in connection with the enforcement of any of its rights hereunder the Security documents, or under otherwise with respect to the realization upon any of the other Credit DocumentsCollateral, such monies shall be distributed for application as follows: 10.4.1 (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Agent and Lenders for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent and Lenders in connection with the collection of such monies by the AgentAgent and Lenders, for the exercise, protection or enforcement by the Agent and Lenders of all or any of the rights, remedies, powers and privileges of the Agent and Lenders under this Credit Agreement or any of the other Credit Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent and Lenders against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent and Lenders to such monies; 10.4.2 Secondly(b) Second, to all other Obligations in such order or preference as the Majority Banks Agent may determine; PROVIDEDprovided, HOWEVER, that distributions in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATA; and PROVIDED, FURTHERhowever, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders 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 (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.