Common use of Distribution of Proceeds Clause in Contracts

Distribution of Proceeds. The proceeds of any sale of all of any part of the Stock Collateral may be applied by Lender, at its option, to any of the following: (a) First, to the payment of all of the costs and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses of the Lender and its agents, attorneys and counsel; and, all other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreement; (b) Second, to the payment of all of the costs, fees and expenses to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated; (c) Third, to the payment in full of the interest on and principal due under the Loan Documents (whether or not the same shall have been declared forthwith due and payable) and all other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Distribution of Proceeds. The proceeds of All monies received by the Agent or any sale of all of any part of the Stock Collateral may be applied by Lender, at its option, Lender under or pursuant to this Agreement or any of the other Loan Documents or applicable law after the happening and continuance of an Event of Default or which are not expressly to be distributed pursuant to another provision hereof or of any Loan Document shall be applied in the manner following: (a) : First, so much of such monies as shall be required to pay all taxes, assessments or liens in respect of the Vessels or any Loan Document having priority over the liens or security interests in favor of the Agent or any Lender, shall be applied to the payment of all such taxes, assessments or liens; Second, so much of such monies as shall be required to reimburse the Agent or any Lender for any expense or other loss incurred by it in connection with the collection or distribution of such amounts including, but not limited to, the expenses of enforcement, any sale or taking, attorneys’ fees and disbursements and the costs of investigation, and court costs, shall be applied to such reimbursement; Third, so much of the costs monies as shall be required to pay the Agent or the Lenders all amounts owed to them pursuant to this Agreement and expenses of sale of Stock Collateralthe other Loan Documents, includingincluding but not limited to, without limitationany Interest Rate Protection Agreement and Other Hedging Agreement, reasonable fees and expenses of the Lender and its agentsother than amounts specifically provided for in this Section 6.03, attorneys and counsel; and, all other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreement; (b) Second, shall be applied to the payment of all such amounts; Fourth, so much of such amounts as shall be required to pay in full the costs, fees and expenses accrued but unpaid interest on the Notes to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees and costs date of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated; (c) Third, distribution shall be applied to the payment of such interest; Fifth, so much of such amounts as shall be required to pay in full the unpaid principal amount of the interest on and principal due under Notes shall be applied to the Loan Documents (whether or not the same shall have been declared forthwith due and payable) and all other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interestsuch principal amount; and Sixth, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement are paid in full, and nextbalance, if any amounts remainremaining, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid distributed to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court order of competent jurisdiction may directthe Borrower.

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Default or Event of all Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to rights hereunder or under any of the followingother Loan Documents, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of all reasonable 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 costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Credit Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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 payment Majority Banks may determine; provided, however, that (i) distributions shall be made with respect to each type of all of Obligation owing to the costsBanks, such as interest, principal, fees and expenses expenses, among the Banks pro rata, and (ii) the Agent may in its discretion make proper allowance to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummatedpayable; (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 in full of any obligations required to be paid pursuant to Section 9-504(1)(c) of the interest on and principal due under Uniform Commercial Code of the Loan Documents (whether or not the same shall have been declared forthwith due and payable) and all other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment Commonwealth of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may electMassachusetts; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in fullthe excess, any surplus remaining from such proceeds if any, shall be paid returned to Pledgor the Borrower or whomsoever may be lawfully to such other Persons as are entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds of any sale of all of any part of the Stock Collateral may be applied by Lender, at its option, to any of the following: (a) Except as otherwise provided herein, all money that Pledgee shall receive, in accordance with the provisions hereof, whether by sale of the Pledged Securities or otherwise, shall be applied in the following manner: First, to the payment of all of the costs and expenses incurred in connection with the administration and enforcement of, or the preservation of sale any rights under, this Pledge Agreement or any of Stock Collateral, including, the reasonable expenses and disbursements of Pledgee (including without limitation, reasonable limitation the fees and expenses disbursements of the Lender its counsel and its agents, attorneys and counsel); and, all other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreement; (b) Second, to the payment of all of the costs, fees and expenses to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated; (c) Third, to the payment in full of the interest on and principal due under the Loan Documents (whether or not the same shall have been declared forthwith due and payable) and all other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder Secured Obligations in such order as Lender Pledgee may electdetermine; and and Third, as provided under clause (db) Fourth, after below. Any surplus monies held by Pledgee and remaining when the Fee Letter is no longer in effect and all payments described in Subparagraphs (a) through (c) of this section shall the Secured Obligations have been made indefeasibly paid in full, any surplus remaining from such proceeds full shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (b) If any monies are paid hereunder to Pledgee at any time when the same Fee Letter is in effect but no Secured Obligations are outstanding, 20% of all monies that can be traced to the Pledged Drive Partnership Interests or as a court of competent jurisdiction Pledged Drive-GP Membership Interests or Pledged Debt shall be paid to Pledgee pursuant to and in accordance with the Fee Letter (and the 80% balance shall be delivered to Pledgor or whomsoever may directthen be lawfully entitled to receive same).

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Event of all Default, any monies are received in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to any of the followingLoan Documents, or otherwise with respect to the realization upon any of the assets of the Borrowers or any other Person liable with respect to the Obligations, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable 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 costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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 payment Majority Banks shall determine; provided, however, that (i) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of all such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (ii) Obligations owing to the Banks with respect to each type of the costsObligation such as interest, principal, fees and expenses expenses, shall be made among the Banks pro rata; and provided, further that the Majority Banks may in their discretion make proper allowance to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated;payable; and (c) Third, the excess, if any, shall be returned to the payment in full of the interest on and principal due under the Loan Documents (whether Borrowers or not the same shall have been declared forthwith due and payable) and all to such other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement Persons as are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds of All monies received by the Agent, the Mortgagee or any sale of all of any part of the Stock Collateral may be applied by Lender, at its option, Lender under or pursuant to this Agreement or any of the Loan Documents or applicable law after the happening and continuance of an Event of Default or which are not expressly to be distributed pursuant to another provision hereof or of any Loan Document shall be applied in the manner following: (a) First: FIRST, so much of such monies as shall be required to pay all taxes, assessments or liens in respect of the Vessels or any Loan Document having priority over the liens or security interests in favor of the Agent, the Security Trustee, or any Lender, shall be applied to the payment of all such taxes, assessments or liens; SECOND, so much of such monies as shall be required to reimburse the Agent, the Mortgagee, or any Lender for any expense or other loss incurred by it in connection with the collection or distribution of such amounts including, but not limited to, the expenses of enforcement, any sale or taking, attorneys' fees and disbursements and the costs of investigation, and court costs, shall be applied to such reimbursement; THIRD, so much of the costs monies as shall be required to pay the Agent, the Mortgagee, or the Lenders all amounts owed to them pursuant to this Agreement and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses of the Lender and its agents, attorneys and counsel; and, all other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or other than amounts specifically provided for in this Agreement; (b) SecondSection 6.03, shall be applied to the payment of all such amounts; FOURTH, so much of such amounts as shall be required to pay in full the costs, fees and expenses accrued but unpaid interest on the Notes to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees and costs date of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated; (c) Third, distribution shall be applied to the payment of such interest; FIFTH, so much of such amounts as shall be required to pay in full the unpaid principal amount of the interest on and principal due under Notes shall be applied to the Loan Documents (whether or not the same shall have been declared forthwith due and payable) and all other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interestsuch principal amount; and SIXTH, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement are paid in full, and nextbalance, if any amounts remainremaining, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid distributed to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court order of competent jurisdiction may directthe Borrowers.

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Event of all Default, any monies are received in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to any of the followingLoan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantor, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable 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 costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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 payment Majority Banks shall determine; provided, however, 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 Section 4.3 and all other Obligations, (ii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.6 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the costsother Obligations described in this subsection (b), (iii) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses expenses, shall be made among the Banks pro rata, and (iv) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Banks may in their discretion make proper allowance to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummatedpayable; (c) Third, the excess, if any, shall be returned to the payment in full of the interest on and principal due under the Loan Documents (whether Borrower or not the same shall have been declared forthwith due and payable) and all to such other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement Persons as are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds In the event that, following the occurrence and during the continuance of any sale Event of all Default, any monies are received in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to any of the followingLoan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or any other Person liable with respect to the Obligations, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable 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 costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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 and any obligations under Interest Rate Contracts provided by a Bank or its affiliates with respect to the payment Loan in such order or preference as the Majority Banks shall determine; provided, however, that (i) in the event that any Bank shall have wrongfully failed or refused to make an advance under ss.2.6 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of all such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations owing to the delinquent Banks; and (ii) Obligations owing to the Banks with respect to each type of the costsObligation such as interest, principal, fees and expenses expenses, and any obligations under Interest Rate Contracts provided by a Bank or its affiliate with regard to which the Lender is entitled under the Loan Documents includingshall be made among the Banks pro rata; and provided, without limitation, Lender’s attorneys’ fees further that the Majority Banks may in their discretion make proper allowance to take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated;payable; and (c) Third, the excess, if any, shall be returned to the payment in full of the interest on and principal due under the Loan Documents (whether Borrower or not the same shall have been declared forthwith due and payable) and all to such other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement Persons as are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Event of all Default, any monies are received in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to any of the followingLoan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or any other Person liable with respect to the Obligations (including the Collateral), such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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; (b) Second, to all other Obligations in such order or preference as the payment Requisite Banks shall determine; PROVIDED, HOWEVER, that (i) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of all such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (ii) Obligations owing to the Banks with respect to each type of the costsObligation such as interest, principal, fees and expenses expenses, shall be made among the Banks PRO RATA; and PROVIDED, further that the Requisite Banks may in their discretion make proper allowance to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated;payable; and (c) Third, the excess, if any, shall be returned to the payment in full of the interest on and principal due under the Loan Documents (whether Borrower or not the same shall have been declared forthwith due and payable) and all to such other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement Persons as are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Event of all Default, any monies are received in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to any of the followingLoan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or any other Person liable with respect to the Obligations, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable 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 costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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 payment Majority Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (iii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the costsother Obligations described in this subsection (b), fees and expenses (iv) Obligations owing to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated;Banks (c) Third, the excess, if any, shall be returned to the payment in full of the interest on and principal due under the Loan Documents (whether Borrower or not the same shall have been declared forthwith due and payable) and all to such other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement Persons as are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Event of all Default, any monies are received in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to any of the followingLoan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable 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 costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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 payment Majority Banks shall determine; provided, however, that (i) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.6, and such failure or refusal shall be continuing, advances made by other Banks during the pendency of all such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), (ii) Obligations owing to the Banks with respect to each type of the costsObligation such as interest, principal, fees and expenses expenses, shall be made among the Banks pro rata, and (iii) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Banks may in their discretion make proper allowance to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated;payable; and (c) Third, the excess, if any, shall be returned to the payment in full of the interest on and principal due under the Loan Documents (whether Borrower or not the same shall have been declared forthwith due and payable) and all to such other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement Persons as are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Event of all Default, any monies are received in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to any of the followingLoan Documents, or otherwise with respect to the realization upon any of the assets of the Borrowers or any other Person liable with respect to the Obligations (including, without limitation, any Collateral), such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent to protect or preserve any collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin respect of any 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; (b) Second, to all other Obligations in such order or preference as the payment Majority Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (iii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the costsother Obligations described in this subsection (b), and (iv) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses (but excluding Swing Loans), shall be made among the Banks pro rata; and provided, further that the Majority Banks may in their discretion make proper allowance to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated;payable; and (c) Third, the excess, if any, shall be returned to the payment in full of the interest on and principal due under the Loan Documents (whether Borrowers or not the same shall have been declared forthwith due and payable) and all to such other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement Persons as are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Default or Event of all Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to rights under any of the followingLoan Documents, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of all reasonable 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 costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Credit Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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; (b) Second, to all other Obligations in such order or preference as the payment Majority Banks may determine; provided, however, that distributions in respect of such obligations shall be made (i) pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 5.2 and all other Obligations and (ii) Obligations owing to the Banks with respect to each type of the costsObligation such as interest, principal, fees and expenses expenses, shall be made among the Banks pro rata; and provided, further, that the Agent may in its discretion make proper allowance to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummatedpayable; (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 in full of any obligations required to be paid pursuant to Section 9-504(1)(c) of the interest on and principal due under Uniform Commercial Code of the Loan Documents (whether or not the same shall have been declared forthwith due and payable) and all other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment Commonwealth of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may electMassachusetts; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in fullthe excess, any surplus remaining from such proceeds if any, shall be paid returned to Pledgor the Borrower or whomsoever may be lawfully to such other Persons as are entitled to receive the same or as a court of competent jurisdiction may directthereto.

Distribution of Proceeds. The proceeds of any sale of all of any part of the Stock Collateral may be applied by Lender, at its option, to any of the following: (a) First, to the payment of all of the costs and expenses of sale of Stock the Collateral, including, without limitation, reasonable fees and expenses of the Lender and its agents, attorneys and counsel; and, all other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreement; (b) Second, to the payment of all of the costs, fees and expenses to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated; (c) Third, to the payment in full of the interest on and principal due under the Loan Documents (whether or not the same shall have been declared forthwith due and payable) and all other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s Pledgor's obligations under the Agreement are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (dc) FourthThird, after all payments described in Subparagraphs (a) through and (cb) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Distribution of Proceeds. The proceeds In the event that, following the occurrence or during the continuance of any sale Event of all Default, any monies are received in connection with the enforcement of any part of the Stock Collateral may be applied by Lender, at its option, to any of the followingLoan Documents, or otherwise with respect to the realization upon any of the assets of the Borrowers or any other Person liable with respect to the Obligations, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable 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 costs rights, remedies, powers and expenses of sale of Stock Collateral, including, without limitation, reasonable fees and expenses privileges of the Lender and its agents, attorneys and counsel; and, all Agent under this Agreement or any of the other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreementin 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 payment Majority Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (iii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the costsother Obligations described in this subsection (b), and (iv) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses (but excluding Swing Loans), shall be made among the Banks pro rata; and provided, further that the Majority Banks may in their discretion make proper allowance to which the Lender is entitled under the Loan Documents including, without limitation, Lender’s attorneys’ fees take into account any Obligations not then due and costs of collection, whether or not suit for enforcement of Lender’s rights has been commenced or consummated;payable; and (c) Third, the excess, if any, shall be returned to the payment in full of the interest on and principal due under the Loan Documents (whether Borrowers or not the same shall have been declared forthwith due and payable) and all to such other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Borrower’s obligations under the Agreement Persons as are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (d) Fourth, after all payments described in Subparagraphs (a) through (c) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directthereto.