Common use of Distribution of Enforcement Proceeds Clause in Contracts

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, 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 the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to the enforcement proceedings; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableCommitment Percentage; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, upon payment and satisfaction in full full, or other provisions for payment in full satisfactory to the Requisite all Lenders and the Agent Agent, of all of the Obligations, and the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to §9-615(a)(3) and (b) of the enforcement proceedingsUniform Commercial Code of the State of New York; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableCommitment Percentage; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, upon payment and satisfaction in full or other provisions for payment in full satisfactory to all the Requisite Lenders and the Agent of all of the Obligations, and the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to § 9-615(a)(3) and (b) of the enforcement proceedingsUniform Commercial Code of the State of New York; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In All proceeds of the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies Collateral received in connection with any Enforcement by the enforcement of Second Note Trustee or the VEBA Trustee shall be paid to the Second Note Trustee (and the Company hereby directs the VEBA Trustee to promptly pay any such amounts received by it to the Second Note Trustee) and applied in accordance with the following procedures: (a) If any of the Loan Documents, First Notes are outstanding at the time such monies shall, subject proceeds are paid to the provisions of §2.11 and §2.12Second Note Trustee, then such proceeds shall be distributed for application applied by the Second Note Trustee as follows: (ai) 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 costs and losses which shall have been expenses incurred or sustained by the Agent Second Note Trustee (and any receiver or other agent appointed by the Second Note Trustee) in connection with such Enforcement or other method of realization; (ii) Second, to the collection payment of all costs and expenses incurred by the VEBA Trustee (and any receiver or other agent appointed by the VEBA Trustee) in connection with such Enforcement or other method of realization; (iii) Third, on a pro rata basis to the Second Note Trustee and the VEBA Trustee based upon (y) the aggregate principal amount of the Second Notes then outstanding and (z) the aggregate amount of the obligations of the Company then payable under the VEBA Agreement; provided, that in no event shall the VEBA Trustee be entitled to receive any proceeds in an amount greater than the Obligations (as such term is defined in the Second Mortgage - VEBA); (iv) Fourth, any surplus of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any proceeds remaining after payment in full of the rights, remedies, powers and privileges of amounts set forth in the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity foregoing clauses (i) through (iii) shall be paid to the Agent against any taxes Company or liens which to whosoever may be lawfully entitled thereto or as otherwise required by law shall have, or may have, priority over the rights of the Agent to such monies;applicable law. (b) If none of the First Notes remain outstanding at the time that such proceeds are paid to the Second Note Trustee, then such proceeds shall be applied by the Second Note Trustee as follows: (i) First, to the payment of all costs and expenses incurred by the Second Note Trustee (and any receiver or other agent appointed by the Second Note Trustee) in connection with such Enforcement or other method of realization; (ii) Second, to the repayment in full of all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution amounts owing in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposure; Second Notes, including principal and provided, further, that interest and all other amounts owing under the Agent may in its discretion make proper allowance to take into account any Obligations not then due Second Note Indenture and payablethe Second Collateral Documents - Fleet; (ciii) Third, to the Agent for the account payment of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized all costs and expenses incurred by the Borrower pursuant to §§2.9 VEBA Trustee (and 2.11;any receiver or other agent appointed by the VEBA Trustee) in connection with such Enforcement or other realization. (div) Fourth, 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 the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of the aggregate amount of the obligations of the Company then payable under the VEBA Agreement; provided, that in no event shall the VEBA Trustee be entitled to receive any obligations required to be paid pursuant to laws applicable to proceeds in an amount greater than the enforcement proceedingsObligations; and (ev) Fifth, any surplus of such proceeds remaining after payment in full of the excess, if any, amounts set forth in clauses (i) through (iii) shall be returned paid to the Borrower Company or to such other Persons whosoever may be lawfully entitled thereto or as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth aboveotherwise required by law.

Distribution of Enforcement Proceeds. In (a) So long as any of the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent First Obligations or any Lender as other amounts in respect of or relating to the case may beCredit Agreement or the First Collateral Documents remain outstanding, receives any monies all proceeds of the Collateral received in connection with any Enforcement by the enforcement of any of First Lender or the Loan Documents, such monies shall, subject Junior Lender shall be paid to the provisions of §2.11 First Lender and §2.12, be distributed for application as followsthe Junior Lender in accordance with the following procedures: (ai) First, to the payment ofof all costs and expenses incurred by the First Lender (and any receiver or other agent appointed by the First Lender) in connection with such Enforcement or other method of realization and all amounts owing by the Borrower or its affiliates to the First Lender in respect of the First Obligations until all such amounts have been paid in full; provided, however, that if any such realization is in respect of Acquisition Assets and no Disqualifying Event exists, then notwithstanding the foregoing or any provision to the contrary set forth herein, such proceeds shall be applied, first to the payment of all costs and expenses incurred by the Junior Lender or the First Lender, as the case may be (and any receiver or other agent appointed by the Junior Lender or the First Lender, as the case may be) the reimbursement in connection with such Enforcement or other method of the Agent for or realization in respect of all reasonable costsAcquisition Assets, expenses, disbursements and losses which shall have been incurred or sustained by second to the Agent reduction of amounts owing in connection with the collection respect of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or principal on any of the rightsAcquisition Loans in inverse order of maturity, remediesthird to accrued interest thereon, powers and privileges of fourth, to any remaining amounts owing by the Agent Borrower to the Junior Lender under the Note or the Lenders under this Agreement or any of the other Acquisition Loan Documents or in support of any provision of adequate indemnity and fifth 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 moniesremaining items addressed in this paragraph; (bii) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, upon payment and after satisfaction in full or other provisions for payment in full satisfactory to the Requisite Lenders and the Agent of all of the Obligations, and the deposit amounts described in any Cash Collateral account established pursuant to §2.11 of the amount required therebyclause (i) above, to the payment of all remaining costs and expenses incurred by the Junior Lender (and any obligations required to be paid pursuant to laws applicable receiver or other agent appointed by the Junior Lender) in connection with such Enforcement or other method of realization and any remaining amounts owing by the Borrower to the enforcement proceedingsJunior Lender under the Second Obligations until all such amounts have been paid in full; and (eiii) FifthThird, any surplus of such proceeds remaining after payment in full of the excess, if any, amounts set forth in the foregoing clauses (i) and (ii) shall be returned paid to the Borrower or to whomsoever may be lawfully entitled thereto or as otherwise required by applicable law. (b) If none of the First Obligations remain outstanding at the time that such other Persons as proceeds are legally entitled thereto. Subject to §§2.9(c) and 2.11received, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above then such proceeds shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied paid solely to the other Obligations, if any, Junior Lender and applied by the Junior Lender in accordance with the order set forth aboveterms of the Second Loan Agreement and the Second Collateral Documents.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s 's respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableCommitment Percentage; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, upon payment and satisfaction in full or other provisions for payment in full satisfactory to all the Requisite Lenders and the Agent of all of the Obligations, and the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to § 9-615(a)(3) and (b) of the enforcement proceedingsUniform Commercial Code of the State of New York; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s 's respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, 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 the deposit in any Cash Collateral cash collateral account established pursuant to §2.11 ss.2.9(f) of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to the enforcement proceedings; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposureshare of such Obligations; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C IssuerIssuers, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, 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 the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to the enforcement proceedings; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 2.10 and §2.122.11, 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 costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by 2076882.7 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 support of any provision of adequate indemnity to the Agent against any taxes or liens which by law Law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and §2.11; (d) Fourth, 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 the deposit in any Cash Collateral account established pursuant to §2.11 2.10 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws Laws applicable to the enforcement proceedings; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s 's respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, 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 the deposit in any Cash Collateral cash collateral account established pursuant to §2.11 Section 2.9(f) of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to the enforcement proceedings; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s 's respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, 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 the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to the enforcement proceedings; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableCommitment Percentage; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, upon payment and satisfaction in full full, or other provisions for payment in full satisfactory to the Requisite all Lenders and the Agent Agent, of all of the Obligations, and the deposit in any Cash Collateral cash collateral account established pursuant to §2.11 2.9(f) of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to §9-615(a)(3) and (b) of the enforcement proceedingsUniform Commercial Code of the State of New York; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s 's respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableCommitment Percentage; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, 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 the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to Section 9-504(1)(c) of the enforcement proceedingsUniform Commercial Code of the State of New York; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s 's respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableCommitment Percentage; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, 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 the deposit in any Cash Collateral cash collateral account established pursuant to §2.11 Section 2.9(f) of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to Section 9-504(1)(c) of the enforcement proceedingsUniform Commercial Code of the State of New York; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s 's respective Credit ExposureCommitment Percentage; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, 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 the deposit in any Cash Collateral cash collateral account established pursuant to §2.11 Section 2.9(f) of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to Section 9-504(1)(c) of the enforcement proceedingsUniform Commercial Code of the Commonwealth of Massachusetts; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender Bank as the case may be, receives any monies in connection with the enforcement of any of the Loan Documents, such monies shall, subject to the provisions of §2.11 and §2.12, 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 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 Banks under this Agreement or any of the other Loan 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; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders Banks may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders Banks pro rata in accordance with each Lender’s Bank's respective Credit ExposureFacility Percentage; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Requisite Lenders Banks and the Agent of all of the Obligationsobligations, and the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to 9-504(1)(c) of the enforcement proceedingsUniform Commercial Code of the Commonwealth of Massachusetts; and (ed) FifthFourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Distribution of Enforcement Proceeds. In So long as any of the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent First Priority Debt or any Lender as other amount in respect of or relating to the case may beFirst Priority Debt remains outstanding (including any unpaid or unexpired Letter of Credit), receives any monies all proceeds of the Collateral received in connection with any Enforcement by First Lienholder or by Second Lienholder shall be applied in accordance with the enforcement of following procedures notwithstanding any of the Loan Documents, such monies shall, subject provision to the provisions of §2.11 and §2.12, be distributed for application as followscontrary herein or in any other Loan Document: (ai) First, to the payment ofpayment, of (x) all costs and expenses incurred by First Lienholder (and any receiver or other agent appointed by First Lienholder) in connection with such Enforcement or other method of realization and (as y) all other Obligations owing by the case may be) Loan Parties to First Lienholder and the reimbursement holders of the Agent for or First Priority Debt in respect of the First Priority Debt, until all reasonable costs, expenses, disbursements and losses which shall such amounts have been paid in full; (ii) Second, after satisfaction of all amounts described in clause (i) above, to the payment, of (x) all costs and expenses incurred by Second Lienholder (and any receiver or sustained other agent appointed by the Agent Second Lienholder) in connection with the collection such Enforcement or other method of such monies realization and (y) all other Obligations owing by the Agent, for Loan Parties to Second Lienholder and the exercise, protection or enforcement by the Agent of all or any holders of the rights, remedies, powers and privileges Second Priority Debt in respect of the Agent or the Lenders under this Agreement or any of the other Loan Documents or Second Priority Debt, until all such amounts have been paid 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 moniesfull; (b) Second, to all other Obligations in such order or preference as the Requisite Lenders may determine; provided, however, that distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit Exposure; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (ciii) Third, to the Agent for the account any surplus of the L/C Issuer, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to §§2.9 and 2.11; (d) Fourth, upon payment and satisfaction in full or other provisions for such proceeds remaining after payment in full satisfactory of the amounts set forth in the foregoing clauses (i) and (ii) shall be paid to the Requisite Lenders and the Agent of all Loan Parties or to whomsoever may be lawfully entitled thereto or as otherwise required by applicable law. If none of the ObligationsFirst Priority Debt remains outstanding at the time that such proceeds are received, and the deposit in any Cash Collateral account established pursuant to §2.11 of the amount required thereby, to the payment of any obligations required to be paid pursuant to laws applicable to the enforcement proceedings; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to then such other Persons as are legally entitled thereto. Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above proceeds shall be applied by Second Lienholder to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to pay the other Obligations, if any, amounts described in clauses (ii) and (iii) above in the order set forth abovethereof.