Common use of ORDINARY COURSE DISTRIBUTIONS Clause in Contracts

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 applies unless the provisions of Section 14.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein). (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of payments of interest and fees on account of the Revolving Credit when actually received and collected by the Administrative Agent. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. CREDIT FACILITIES. (This Section 13.4 12.4 applies unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes become operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent's ’s option) ), the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit Facilities and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, Lender such Person's ’s respective proPro-rata Rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative AgentAgent (excluding the one Business Day for settlement provided for in 7.5(a) which shall be for the account of the Administrative Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersLoan Parties. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its proPro-rata Rata share thereof. (c) No The Administrative Agent shall distribute fees paid on account of the Credit Facilities, as follows: (i) L/C Fee (Section 2.21(a)): Pro-Rata to the Revolving Credit Lenders. (ii) Revolving Credit Unused Line Fee (Section 2.18): Pro-Rata to the Revolving Credit Lenders. (iii) Last Out Unused Line Fee (Section 2.16): Pro Rata to the Last Out Revolving Lenders. (iv) Commitment Fee (Section 2.16): As provided in separate letter agreements with the respective Lenders. (d) No Lender shall have any interest in, in or right to receive any part ofof the following: (i) Any interest which reflects “float” as described in the proviso included in Section 7.5(a), all of which float shall be for the Underwriting Fee, account of the Structuring Administrative Agent only. (ii) The Administrative Agent’s Fee or the Collateral Monitoring Fee (Section 2.17) to be paid by the Borrowers Loan Parties to the Administrative Agent pursuant to this AgreementAgent. (diii) Fees described in Section 2.21(b) (which relates to fees associated with, among other things, the issuance of L/C’s): Retained by the Issuer. (iv) The Arrangement Fee which shall be retained by BAS. (e) Any amount received by the Administrative Agent or the Collateral Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' ’ fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, proPro-rata based upon their respective Revolving Credit Commitment Percentages at Rata determined as of the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ef) Each distribution pursuant to this Section 13.4 12.4 is subject to Section 13.3(c12.3(c), aboveabove (which relates to the effect of the failure of any Lender to have Transferred to the Administrative Agent any amount which that Lender is then obligated to so Transfer pursuant to the within Agreement).

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 2.26 applies unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's ’s option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's ’s respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected applied by the Administrative AgentAgent as provided in Section 8.5(a). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute to each Term Loan Lender such Person’s respective pro-rata share of interest payments on the Term Loan when applied by the Agent as provided in Section 8.5(a). For purposes of calculating interest due to a Term Loan Lender, that Term Loan Lender shall be entitled to receive interest on the actual amount contributed by that Term Loan Lender towards the principal balance of the Term Loan outstanding during the applicable period covered by the interest payment made by the Borrower. Any net principal reductions to the Term Loan received by the Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Term Loan Lender, until the Agent has distributed to that Term Loan Lender its pro-rata share thereof. (d) The Agent shall distribute fees paid on account of the Revolving Credit in accordance with the terms of the Agreement. (e) The Agent shall distribute fees paid on account of the Term Loan in accordance with the terms of the Agreement. (f) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent’s Fee to be paid by the Borrowers Borrower to the Administrative Agent pursuant to this Agreement. (dg) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, attorneys’ reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders or the Term Loan Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages or Term Loan Percentages, as applicable, at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (eh) Each distribution pursuant to this Section 13.4 2.26 is subject to Section 13.3(c2.25(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 12-4 applies unless the provisions of Section 14.6 13-6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's ’s option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's ’s respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative AgentAgent (excluding the one (1) Business Day for settlement provided for in Section 7-5(a), which shall be for the account of the Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute the Unused Line Fee and the fees for L/C’s provided for in Section 2-19(a) pro rata to the Revolving Credit Lenders and shall distribute the L/C issuance fee provided for in Section 2-19(b) to the Issuer. (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of any interest which reflects “float” as described in the proviso included in Section 7-5(a). Any such float shall be for the account of the Agent only. (e) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent’s Fee to be paid by the Borrowers Borrower to the Administrative Agent pursuant to this Agreement. (df) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, attorneys’ reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (eg) Each distribution pursuant to this Section 13.4 12-4 is subject to Section 13.3(c12-3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 12.4 applies unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected applied by the Administrative AgentAgent as provided in Section 7.5(a). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute fees paid on account of the Revolving Credit as determined by the Agent: (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent's Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (de) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' reasonable fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ef) Each distribution pursuant to this Section 13.4 12.4 is subject to Section 13.3(c12.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. REVOLVING CREDIT FACILITY. (This Section 13.4 12.4 applies unless the provisions of Section 14.6 13.5 (which relates to distributions in the event of a Liquidation) becomes become operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent's ’s option) ), the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit Facility and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)’s Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, Lender such Person's ’s respective proPro-rata Rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative AgentAgent (excluding the one Business Day for settlement provided for in Section 7.5(a) which shall be for the account of the Administrative Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersLoan Parties. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its proPro-rata Rata share thereof. (c) No The Administrative Agent shall distribute fees paid on account of the Revolving Credit Lender shall have any interest inFacility, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement.as follows: (di) Any amount received by the Administrative Agent as reimbursement for any cost or expense L/C Fee (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent Section 2.19(a)): Pro-Rata to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (eii) Each distribution pursuant Unused Line Fee (Section 2.16): Pro-Rata to this the Revolving Credit Lenders. (iii) Upfront Fees (Section 13.4 is subject to Section 13.3(c), above2.14): As provided in the Fee Letter.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 2.26 applies unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's ’s option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's ’s respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected applied by the Administrative AgentAgent as provided in Section 8.5(a). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute to each Term Loan Lender such Person’s respective pro-rata share of interest payments on the Term Loan when applied by the Agent as provided in Section 8.5(a). For purposes of calculating interest due to a Term Loan Lender, that Term Loan Lender shall be entitled to receive interest on the actual amount contributed by that Term Loan Lender towards the principal balance of the Term Loan outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Term Loan received by the Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Term Loan Lender, until the Agent has distributed to that Term Loan Lender its pro-rata share thereof. (d) The Agent shall distribute fees paid on account of the Revolving Credit in accordance with the terms of the Agreement. (e) The Agent shall distribute fees paid on account of the Term Loan in accordance with the terms of the Agreement. (f) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent’s Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (dg) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, attorneys’ reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders or the Term Loan Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages or Term Loan Percentages, as applicable, at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (eh) Each distribution pursuant to this Section 13.4 2.26 is subject to Section 13.3(c2.25(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This a) Except as otherwise provided in Section 13.4 applies unless the provisions of Section 14.6 17.6, below (which relates to distributions on account of Liquidation), the Agent promptly shall distribute to the SwingLine Lender and the respective Lenders, payments made by the Borrower on account of the SwingLine Loans and the Revolving Credit Loans, to the extent such payments are actually received and collected by the Agent in the event following order and priority: (i) First: To the SwingLine Lender, up to the then unpaid principal balance of a Liquidation) becomes operative)the SwingLine Loans. (aii) Second: To the Lenders, their respective Percentage Commitments of such payments. (b) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's ’s option) ), the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (bc) The Administrative Agent shall distribute make distributions on account of interest to the SwingLine Lender and to each Revolving Credit Lender, which payment to each Lender shall equal such Person's Lender’s respective pro-rata Pro Rata share of payments of interest and fees on account received by the Agent in respect of the Revolving Credit Loans. In all cases the Agent shall make distributions on account of interest when such interest is actually received and collected by the Administrative AgentAgent (excluding the One Business Day settlement delay as provided for in Section 7.5(a) of the Loan Agreement, which shall be for the account of the Agent only) and only if such interest is then due and payable hereunder. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata Pro Rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative The Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) distribute fees paid on account of the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.Loans as follows:

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 3.4 applies unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's ’s option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's ’s respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected applied by the Administrative AgentAgent as provided in Section 8.5(a). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute fees paid on account of the Revolving Credit in accordance with the terms of the Agreement. (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent’s Fee to be paid by the Borrowers Borrower to the Administrative Agent pursuant to this Agreement. (de) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, attorneys’ reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This a) Except as otherwise provided in Section 13.4 applies unless the provisions of Section 14.6 18.6, below (which relates to distributions on account of Liquidation), the Agent promptly shall distribute to the SwingLine Lender and the respective Lenders, payments made by the Borrower on account of the Revolving Credit Loans, to the extent such payments are actually received and collected by the Agent in the event following order and priority: (i) First: To the SwingLine Lender, up to the then unpaid principal balance of a Liquidationthe SwingLine Loans. (ii) becomes operativeSecond: To the Lenders, their respective Percentage Commitments of such payments (which amounts shall be applied by the Lenders towards principal of the Net Revolving Credit Loans based upon the Agent’s advice with such distribution). (ab) WeeklyMonthly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) ), the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (bc) The Administrative Agent shall distribute make distributions on account of interest to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata Pro Rata share of interest payments of interest and fees on the Revolving Credit Loans. In all cases the Agent shall make distributions on account of the Revolving Credit interest when such interest is actually received and collected by the Administrative AgentAgent (excluding the One Business Day settlement delay as provided for in Section 7.5(a) of the Loan Agreement, which shall be for the account of the Agent only) and only if such interest is then due and payable hereunder. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata Pro Rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative The Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) distribute fees paid on account of the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.Loans as follows:

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 applies unless the provisions of Section 14.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative AgentAgent (excluding the 1 Business Days for settlement provided for in Section , which shall be for the account of the Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute the Unused Line Fee and the fees for L/C's provided for in Section and any Early Termination Fee pro rata to the Revolving Credit Lenders and shall distribute the L/C issuance fee provided for in Section to the Issuer. (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of any interest which reflects "float" as described in the proviso included in Section . Any such float shall be for the account of the Agent only. (e) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent's Fee to be paid by the Borrowers Borrower to the Administrative Agent pursuant to the this Agreement. (df) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' reasonable fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (eg) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 12:12-4 applies unless the provisions of Section 14.6 13:13-6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective proPro-rata Rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative Agent. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute fees paid on account of the Revolving Credit, as follows: (i) The Agent shall pay each Revolving Credit Lender a portion of the Revolving Credit Commitment Fee in accordance with the terms of the letter agreement between the Agent and such Revolving Credit Lender within two (2) Business days after such Person becomes a Revolving Credit Lender hereunder. (ii) The Agent shall distribute the Unused Fee, the L/C Fees, and the Early Termination Fees to the Revolving Credit Lenders pro rata based upon their respective Revolving Credit Commitment Percentages, within two (2) Business Days after the Agent's receipt thereof. (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent's Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (de) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ef) Each distribution pursuant to this Section 13.4 12:12-4 is subject to Section 13.3(c12:12-3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 12:12-4 applies unless the provisions of Section 14.6 13:13-6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Boston Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective proPro-rata Rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative Agent. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its proPro-rata Rata share thereof. (c) No The Agent shall distribute fees paid on account of the Revolving Credit, as follows: (i) Revolving Credit Lender shall have any interest in, or right to receive any part of, Commitment Fee: As provided by separate agreement between the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their each respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred)Lender. (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. Term Facility. (This Section 13.4 12.4 applies unless the provisions of Section 14.6 13.5 (which relates to distributions in the event of a Liquidation) becomes become operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent's ’s option) ), the Administrative Agent and each Revolving Credit Term Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, in collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Term Loan Priority Account. (b) The Administrative Agent shall distribute to the SwingLine each Term Lender and to each Revolving Credit Lender, such Person's ’s respective proPro-rata Rata share of interest payments of interest and fees on account of the Revolving Credit Term Loans when actually received and collected by the Administrative AgentAgent (excluding the one Business Day for settlement provided for in Section 7.5(a) which shall be for the account of the Administrative Agent only). For purposes of calculating interest due to a Revolving Credit Term Lender, that Revolving Credit Term Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Term Lender towards the principal balance of the Revolving Credit Term Loans outstanding during the applicable period covered by the interest payment made by the BorrowersLoan Parties. Any net principal reductions to the Revolving Credit Term Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Term Lender, until the Administrative Agent has distributed to that Revolving Credit Term Lender its proPro-rata Rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative Agent or the Collateral Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' ’ fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Term Lenders, proPro-rata based upon their respective Revolving Credit Commitment Percentages at Rata determined as of the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ed) Each distribution pursuant to this Section 13.4 12.4 is subject to Section 13.3(c12.3(c), aboveabove (which relates to the effect of the failure of any Term Lender to have Transferred to the Administrative Agent any amount which that Term Lender is then obligated to so Transfer pursuant to the within Agreement).

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 12.4 applies unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein). (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of payments of interest and fees on account of the Revolving Credit when actually received and collected by the Administrative Agent. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-pro- rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 12.4 is subject to Section 13.3(c12.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 applies 12.4 applies, and sets forth rights and obligations amongst the Lenders only, unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes become operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to Concentration Account or otherwise paid by the Operating Accounts as provided herein)Borrowers. (b) The Administrative Agent shall distribute to the SwingLine Swing Line Lender and to each Revolving Credit Lender, such Person's respective pro-pro rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative Agent. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-pro rata share thereof. (c) No The Administrative Agent shall distribute (i) Early Termination Fees to the applicable Lenders pro rata based upon their Revolving Credit Commitment Percentage or their Term Loan Percentage, as the case may be, (ii) L/C fees and, except as otherwise provided in Section 2.16, Line Fees paid on account of the Revolving Credit to the Revolving Credit Lenders pro rata based upon their Revolving Credit Commitment Percentages and (iii) any fees payable under Section 2.25 to the applicable Lenders, pro rata, based upon the Commitments of such Lender as of the date on which the Lead Borrower provides notice of its election to extend the Maturity Date. (d) No Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Commitment Fee or the Collateral Monitoring Agent's Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. Each Lender shall be paid such fees upon becoming a Lender hereunder as may be agreed between such Lender and the Arranger. (de) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' reasonable fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-pro rata based upon their respective Term Loan Percentages, Revolving Credit Commitment Percentages or Total Commitment Percentages, as the case may be, at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ef) Each distribution pursuant to this Section 13.4 12.4 is subject to Section 13.3(c12.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 applies 12-4 applies, and sets forth rights and obligations amongst the Lenders only, unless the provisions of Section 14.6 13-6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to Concentration Account or otherwise paid by the Operating Accounts as provided herein)Borrowers. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative AgentAgent (excluding the one Business Days for settlement provided for in Section 7-5(a), which shall be for the account of the Administrative Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Administrative Agent shall distribute Revolving Credit Early Termination Fees, L/C fees, and, except as otherwise provided in Section 2-15, Line Fees paid on account of the Revolving Credit to the Revolving Credit Lenders pro rata based upon their respective Revolving Credit Commitment Percentages. (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Revolving Credit Commitment Fee or the Collateral Monitoring Administrative Agent's Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. Each Revolving Credit Lender shall be paid such fees upon becoming a Revolving Credit Lender hereunder as may be agreed between such Revolving Credit Lender and the Arranger. (de) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' reasonable fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ef) Each distribution pursuant to this Section 13.4 12-4 is subject to Section 13.3(c12-3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 3.4 applies unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected applied by the Administrative AgentAgent as provided in Section 8.5(a). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute fees paid on account of the Revolving Credit, as determined by the Agent. (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent's Fee to be paid by the Borrowers Borrower to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 applies unless the provisions of Section 14.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday (or more frequently at the Administrative Agent's ’s option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's ’s Accounts and not released to the Operating Accounts as provided herein). (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's ’s respective pro-rata share of payments of interest and fees on account of the Revolving Credit when actually received and collected by the Administrative Agent. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Arrangement Fee or the Collateral Monitoring Fee to be paid by the Borrowers Borrower to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 applies unless the provisions of Section 14.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein). (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of payments of interest and fees on account of the Revolving Credit when actually received and collected by the Administrative Agent. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that 105 Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 13.3 applies unless the provisions of Section 14.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday On such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Blocked Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of principal, fees, and interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative AgentAgent (excluding the One (1) Business Days for settlement provided for in Section 7.3(a), which shall be for the account of the Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of any interest which reflects "float" as described in the proviso included in Section7.3(a). Any such float shall be for the account of the Agent only. (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent's Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (de) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' reasonable fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ef) Each distribution pursuant to this Section 13.4 13.3 is subject to Section 13.3(c13.2(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 applies unless Unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes operative).become operative in accordance with such Section: (a) Weekly, on each Thursday On such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata ratable share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative AgentAgent (excluding the one (1) Business Day for settlement provided for in Section 7.5(a), which shall be for the account of the Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata ratable share thereof. (c) No The Agent shall distribute fees paid on account of the Revolving Credit Lender shall have any interest inCredit, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement.as follows: (di) Any amount received by the Administrative Agent as reimbursement for any cost or expense Facility Fee (including without limitation, reasonable attorneys' feesSection 2.14) shall be distributed by the Administrative Agent (ii) L/C fees (Section 2.20(a)): Pro-Rata to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 applies 12.4 applies, and sets forth rights and obligations amongst the Lenders only, unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes become operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to Concentration Account or otherwise paid by the Operating Accounts as provided herein)Borrowers. (b) The Administrative Agent shall distribute to the SwingLine Swing Line Lender and to each Revolving Credit Lender, such Person's respective pro-pro rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative Agent. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the Borrowers. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-pro rata share thereof. (c) No The Administrative Agent shall distribute (i) Early Termination Fees to the applicable Lenders pro rata based upon their Revolving Credit Commitment Percentage and (ii) L/C fees and, except as otherwise provided in Section 2.16, Line Fees paid on account of the Revolving Credit to the Revolving Credit Lenders pro rata based upon their Revolving Credit Commitment Percentages. (d) No Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Renewal Fee or the Collateral Monitoring Agent's Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. Each Lender shall be paid such fees upon becoming a Lender hereunder as may be agreed between such Lender and the Arranger. (de) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' reasonable fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-pro rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ef) Each distribution pursuant to this Section 13.4 12.4 is subject to Section 13.3(c12.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. REVOLVING CREDIT. (This Section 13.4 applies unless the provisions of Section 14.6 14.7 (which relates to distributions in the event of a Liquidation) becomes become operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Administrative Agent (or more frequently at the Administrative Agent's ’s option) ), the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, Lender such Person's ’s respective proPro-rata Rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected by the Administrative AgentAgent (excluding the one Business Day for settlement provided for in 8.5(a) which shall be for the account of the Administrative Agent only). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersLoan Parties. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its proPro-rata Rata share thereof. (c) The Administrative Agent shall distribute fees paid on account of the Revolving Credit, as follows: (i) L/C Fee (Section 2.19(a)): Pro-Rata to the Revolving Credit Lenders. (ii) Unused Line Fee (Section 2.15): Pro-Rata to the Revolving Credit Lenders. (iii) Revolving Credit Early Termination Fee (Section 2.16) : Pro-Rata to the Revolving Credit Lenders. (iv) Revolving Credit Commitment Fee (Section 2.13) : As provided in separate letter agreements with the respective Revolving Credit Lenders. (d) No Lender shall have any interest in or right to receive any part of the following: (i) Any interest which reflects “float” as described in the proviso included in Section 8.5(a), all of which float shall be for the account of the Administrative Agent only. (ii) The Administrative Agent’s Monitoring Fee (Section 2.14) to be paid by the Loan Parties to the Administrative Agent. (iii) Fees described in Section 2.19(b) (which relates to fees associated with, among other things, the issuance of L/C’s): Retained by the Issuer. (e) No Revolving Credit Lender shall have any interest in, in or right to receive any part of, of the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this AgreementTranche B Fees. (df) Any amount received by the Administrative Agent or the Collateral Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' ’ fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, proPro-rata based upon their respective Revolving Credit Commitment Percentages at Rata determined as of the date on which the expense, in respect of which such reimbursement is being made, was incurred). (eg) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), aboveabove (which relates to the effect of the failure of any Revolving Credit Lender to have Transferred to the Administrative Agent any amount which that Revolving Credit Lender is then obligated to so Transfer pursuant to the within Agreement).

ORDINARY COURSE DISTRIBUTIONS. (This a) Except as otherwise provided in Section 13.4 applies unless the provisions of Section 14.6 17.6, below (which relates to distributions on account of Liquidation), the Agent promptly shall distribute to the SwingLine Lender and the respective Lenders, payments made by the Borrower on account of the Revolving Credit Loans, to the extent such payments are actually received and collected by the Agent in the event following order and priority: (i) First: To the SwingLine Lender, up to the then unpaid principal balance of a Liquidationthe SwingLine Loans. (ii) becomes operativeSecond: To the Lenders, their respective Percentage Commitments of such payments (which amounts shall be applied by the Lenders towards principal of the Net Revolving Credit Loans based upon the Agent’s advice with such distribution). (ab) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's ’s option) ), the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (bc) The Administrative Agent shall distribute make distributions on account of interest to the SwingLine Lender and to each Revolving Credit Lender, such Person's ’s respective pro-rata Pro Rata share of interest payments of interest and fees on the Revolving Credit Loans. In all cases the Agent shall make distributions on account of the Revolving Credit interest when such interest is actually received and collected by the Administrative AgentAgent (excluding the One Business Day settlement delay as provided for in Section 7.5(a) of the Loan Agreement, which shall be for the account of the Agent only) and only if such interest is then due and payable hereunder. For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata Pro Rata share thereof. (c) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Fee to be paid by the Borrowers to the Administrative Agent pursuant to this Agreement. (d) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (e) Each distribution pursuant to this Section 13.4 is subject to Section 13.3(c), above.

ORDINARY COURSE DISTRIBUTIONS. (This Section 13.4 3.4 applies unless the provisions of Section 14.6 13.6 (which relates to distributions in the event of a Liquidation) becomes operative). (a) Weekly, on each Thursday such day as may be set from time to time by the Agent (or more frequently at the Administrative Agent's option) the Administrative Agent and each Revolving Credit Lender shall settle up on amounts advanced under the Revolving Credit and payments received on account of the Revolving Credit (including, without limitation, collected funds received in the Administrative Agent's Accounts and not released to the Operating Accounts as provided herein)Concentration Account. (b) The Administrative Agent shall distribute to the SwingLine Lender and to each Revolving Credit Lender, such Person's respective pro-rata share of interest payments of interest and fees on account of the Revolving Credit Loans when actually received and collected applied by the Administrative AgentAgent as provided in Section 8.5(a). For purposes of calculating interest due to a Revolving Credit Lender, that Revolving Credit Lender shall be entitled to receive interest on the actual amount contributed by that Revolving Credit Lender towards the principal balance of the Revolving Credit Loans outstanding during the applicable period covered by the interest payment made by the BorrowersBorrower. Any net principal reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with the Loan Documents during such period shall not reduce such actual amount so contributed, for purposes of calculation of interest due to that Revolving Credit Lender, until the Administrative Agent has distributed to that Revolving Credit Lender its pro-rata share thereof. (c) The Agent shall distribute fees paid on account of the Revolving Credit, as determined by the Agent. (d) No Revolving Credit Lender shall have any interest in, or right to receive any part of, the Underwriting Fee, the Structuring Fee or the Collateral Monitoring Agent's Fee to be paid by the Borrowers Borrower to the Administrative Agent pursuant to this Agreement. (de) Any amount received by the Administrative Agent as reimbursement for any cost or expense (including without limitation, reasonable attorneys' reasonable fees) shall be distributed by the Administrative Agent to that Person which is entitled to such reimbursement as provided in this Agreement (and if such Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their respective Revolving Credit Commitment Percentages at the date on which the expense, in respect of which such reimbursement is being made, was incurred). (ef) Each distribution pursuant to this Section 13.4 3.4 is subject to Section 13.3(c3.3(c), above.