Common use of RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION Clause in Contracts

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents as reimbursement for all reasonable third party costs and expenses incurred by the Agents and to Lenders’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a). (b) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to the SwingLine Lender, on account of any SwingLine Loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (ii) Second, to pay interest due with respect to all Loans; (iii) Third, to the Revolving Credit Lenders (other than any Delinquent Lender) and Issuer, Pro-Rata, to the unpaid principal balance of Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereof; and then (iv) Fourth, to the Revolving Credit Lenders (other than any Delinquent Lender), Pro-Rata, to Revolving Credit Fees, and then (v) Fifth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance of the Last Out Revolving Loans; and then (vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Lenders, Pro-Rata to amounts to which such Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iii), through 13.7(b)(vi) and then (viii) Eighth, to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto; and then (ix) Ninth, to the Secured Parties on account of any Liabilities arising in connection with any Hedge Agreement.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of The relative priorities to the proceeds of a Liquidation shall be net of payment over to are as follows: (a) To the Agents Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Agent and to Lenders’ Special Counsel in accordance with this Agreement and to any funded reserve established pursuant to Section 13.6(a).13-6(a) and to each Revolving Credit Lender to the extent of contributions made to the Agent pursuant to Section 13-6(c) not previously reimbursed to that Revolving Credit Lender; and then (b) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i13-4(a)(i); and then (iic) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer), Propro-Ratarata, to the unpaid principal balance of the Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereofCredit; and then (ivd) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Propro-Ratarata, to accrued interest on the Revolving Credit Fees, Credit; and then (ve) Fifth, to To the Last Out Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) Pro), pro-Ratarata, to those fees distributable hereunder to the unpaid principal balance of the Last Out Revolving LoansCredit Lenders; and then (vif) Sixth, to the Last Out Revolving Lenders (other than To any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Revolving Credit Lenders, Propro-Rata rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSections 13-7(c), through 13.7(b)(vi) and then (viii) Eighth13-7(d), to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto13-7(e); and then (ixg) Ninth, to the Secured Parties on account of To any Liabilities arising in connection with any Hedge Agreementother Liabilities; and then (h) To The Borrower.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of proceeds of a Liquidation shall be net applied by the Administrative Agent in the following order: (a) First, to payment of payment over that portion of the Liabilities (excluding the Banking Services Obligations) constituting fees, indemnities, Costs of Collection and other amounts (including fees, charges and disbursements of counsel to the Agents Administrative Agent and the Collateral Agent and amounts payable under Sections 2.11(e), 2.19(c) and 19.8) payable to the Administrative Agent and the Collateral Agent, each in its capacity as reimbursement for all reasonable third party costs and expenses incurred by the Agents and to Lenders’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a).such; (b) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to the SwingLine Lender, on account of any SwingLine Loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (ii) Second, to pay payment of that portion of the Liabilities (excluding the Banking Services Obligations) constituting indemnities, Costs of Collection, and other amounts (other than principal, interest due with respect and fees) payable to all Loansthe Revolving Credit Lenders and the Issuer (including Costs of Collection to the respective Revolving Credit Lenders and the Issuer and amounts payable under Sections 2.11(e), 2.19(c) and 19.8), Pro-Rata in proportion to the amounts described in this clause Second payable to them; (iiic) Third, to the extent not previously reimbursed by the Revolving Credit Lenders (other than any Delinquent Lender) and Issuer, Pro-RataLenders, to the unpaid principal balance of Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due payment to the Issuer Agent of that portion of the Liabilities constituting principal and accrued and unpaid interest on account thereof; and thenany Permitted Protective OverAdvances; (ivd) Fourth, to the extent that SwingLine Loans have not been refinanced by a Revolving Credit Lenders (other than any Delinquent Lender)Loan, Pro-Rata, payment to Revolving Credit Fees, the SwingLine Lender of that portion of the Liabilities constituting accrued and thenunpaid interest on the SwingLine Loans; (ve) Fifth, to the Last Out extent that SwingLine Loans have not been refinanced by a Revolving Lenders (other than any Delinquent Lender) Pro-RataCredit Loan, to payment to the SwingLine Lender of that portion of the Liabilities constituting unpaid principal balance of the Last Out Revolving SwingLine Loans; and then; (vif) Sixth, to payment of that portion of the Last Out Liabilities constituting accrued and unpaid interest on the Revolving Lenders Credit Loans, L/C Borrowings and other Obligations, and fees (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; including Revolving Credit Fees and then (vii) Seventh, fees payable pursuant to any Delinquent LendersSection 2.19), Pro-Rata to amounts to which such among the Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iii), through 13.7(b)(vi) and then (viii) Eighth, to Bank of America, or any of its Affiliates providing cash management services the Issuer in proportion to the extent of their exposure thereto; and then (ix) Ninth, respective amounts described in this clause Sixth payable to the Secured Parties on account of any Liabilities arising in connection with any Hedge Agreement.them;

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of The relative priorities to the proceeds of a Liquidation shall be net of payment over to are as follows: (a) To the Agents Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Agent and to Lenders’ ' Special Counsel and to any funded reserve established pursuant to Section 13.6(a).; and then (b) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (iic) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer), Propro-Ratarata, to the unpaid principal balance of the Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereofCredit; and then (ivd) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Propro-Ratarata, to accrued interest on the Revolving Credit Fees, Credit; and then (ve) Fifth, To Liabilities owed to the Last Out Agent pursuant to clause (b) of the definition of Liabilities relating to cash management services; and then (f) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) Pro), pro-Ratarata, to those fees distributable hereunder to the unpaid principal balance of the Last Out Revolving LoansCredit Lenders; and then (vig) Sixth, to the Last Out Revolving Lenders (other than To any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Revolving Credit Lenders, Propro-Rata rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSections 13.7(c), through 13.7(b)(vi) and then (viii) Eighth13.7(d), to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto13.7(f); and then (ixh) NinthTo the Revolving Credit Lenders, pro-rata, to the Secured Parties on account extent of the Revolving Credit Early Termination Fee; and then (i) To any other Liabilities." (j) Section 14.8(c) of the Loan Agreement is hereby amended by deleting the words "The Agent" at the beginning thereof and replacing them with the words "Except as otherwise required by the provisions of this Agreement, the Agent". (k) Section 15.5(a) of the Loan Agreement is hereby amended by inserting after the words "Dollar Commitment," the words "Maximum Revolving Credit Dollar Commitment,". (l) Section 15.8(c) of the Loan Agreement is hereby amended by inserting the word "reasonable" immediately prior to the words "time limits". (m) Section 19.9(a) of the Loan Agreement is hereby amended by restating the words "Liabilities arising or and of the Collateral" with the words "Liabilities or any of the Collateral". (n) SCHEDULE 5.18 to the Loan Agreement is hereby amended by restating it in connection with any Hedge Agreementits entirety as the updated SCHEDULE 5.18 annexed hereto.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of With respect to the to the proceeds of a Liquidation shall be net of payment over to Collateral (excluding Term Loan B Priority Collateral and proceeds of the Agents Term Loan B Guaranties) the relative priorities are as follows: (i) To the Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Agent and to the Lenders’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a).; and then (bii) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (iiiii) SecondTo the payment of that portion of the Obligations constituting accrued and unpaid L/C fees and interest on the Revolving Credit Loans and Reimbursement Obligations (including post-petition interest and L/C fees, whether or not permitted in a bankruptcy proceeding), ratably among the Revolving Credit Lenders in proportion to pay interest due with respect the respective amounts described in this clause payable to all Loans;them; and then (iiiiv) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer, Pro-Rata), to the payment of that portion of the Obligations constituting unpaid principal balance of the Revolving Credit Loans and any amounts owed on account Reimbursement Obligations, and to the Agent, to cash collateralize that portion of any the undrawn Stated Amount of L/Cs (including as cash collateral for any undrawn L/Cs) and fees due outstanding, ratably in proportion to the Issuer on account thereofrespective amounts described in this clause held by them; and then (iv) Fourth, to the Revolving Credit Lenders (other than any Delinquent Lender), Pro-Rata, to Revolving Credit Fees, and then (v) Fifth, to the Last Out Revolving Lenders (other than To any Delinquent Lender) Pro-Rata, to the unpaid principal balance of the Last Out Revolving Loans; and then (vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Credit Lenders, Propro-Rata rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSection 13.7(d), through 13.7(b)(viand then (vi) To the Revolving Credit Lenders, pro-rata, to those fees (other than the Revolving Credit Early Termination Fee) (including post-petition fees, whether or not permitted in a bankruptcy proceeding) distributable hereunder to the Revolving Credit Lenders; and then (vii) To the payment of that portion of the Obligations constituting accrued and unpaid interest on Term Loan A (including post-petition interest and L/C fees, whether or not permitted in a bankruptcy proceeding), ratably among the Term Loan A Lenders in proportion to the respective amounts described in this clause payable to them; and then (viii) EighthTo the Term Loan A Lenders, to Bank the payment of Americathat portion of the Obligations constituting unpaid principal of Term Loan A, or any of its Affiliates providing cash management services ratably in proportion to the extent of their exposure theretorespective amounts described in this clause held by them; and then (ix) NinthTo the Term Loan A Lenders, pro-rata, to those fees (other than the Term Loan A Early Termination Fee) (including post-petition fees, whether or not permitted in a bankruptcy proceeding) distributable hereunder to the Term Loan A Lenders; and then (x) To the payment of that portion of the Obligations constituting accrued and unpaid interest on Term Loan B (including post-petition interest and L/C fees, whether or not permitted in a bankruptcy proceeding), ratably among the Term Loan B Lenders in proportion to the respective amounts described in this clause payable to them; and then (xi) To the Term Loan B Lenders, to the Secured Parties on account payment of that portion of the Obligations constituting unpaid principal of Term Loan B, ratably in proportion to the respective amounts described in this clause held by them; and then (xii) To the Term Loan B Lenders, pro-rata, to those fees (other than any early termination fees payable in respect of Term Loan B) (including post-petition fees, whether or not permitted in a bankruptcy proceeding) distributable hereunder to the Term Loan B Lenders; and then (xiii) To Liabilities owed to the Agent pursuant to clause (b) of the definition of Liabilities relating to cash management services; and then (xiv) To the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and then (xv) To the Term Loan A Lenders, pro-rata, to the extent of the Term Loan A Early Termination Fee; and then (xvi) To the Term Loan B Lenders, pro-rata, to the extent of any termination fees in respect of Term Loan B; and then (xvii) To any other Liabilities. (b) With respect to the proceeds of a Liquidation of Term Loan B Priority Collateral and all proceeds of the Term Loan B Guaranties, the relative priorities are as follows: (i) To the payment of that portion of the Obligations constituting accrued and unpaid interest on Term Loan B, ratably among the Term Loan B Lenders in proportion to the respective amounts described in this clause payable to them; and then (ii) To the Term Loan B Lenders, to the payment of that portion of the Obligations constituting unpaid principal of Term Loan B, ratably in proportion to the respective amounts described in this clause held by them; and then (iii) To the Term Loan B Lenders, pro-rata, to those fees (other than any early termination fees payable in respect of Term Loan B) (including post-petition fees, whether or not permitted in a bankruptcy proceeding) distributable hereunder to the Term Loan B Lenders; and then (iv) To any other Liabilities arising under this Agreement in connection accordance with any Hedge AgreementSection 13.7(a)(i) through (ix) above and (xiii) through (xvii).

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents Collateral Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Collateral Agent and to Lenders’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.6(a). (b) The relative priorities to the proceeds of a Liquidation Liquidation, net of those amounts described in Section 13.3(c)(iv), shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i14.4(a)(i); and then (ii) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer), Propro-Ratarata, to the unpaid principal balance of Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereofTranche A Loans; and then (iviii) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Propro-Ratarata, to accrued interest on the Tranche A Loans; and then (iv) To the Revolving Credit FeesLenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder on the Tranche A Loans, L/Cs and Bankers’ Acceptances; and then (v) FifthTo the Collateral Agent, an amount equal to 105% of the Last Out Stated Amount of all L/Cs and Bankers’ Acceptances then outstanding; and then (vi) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) Pro), pro-Ratarata, to the unpaid principal balance of the Last Out Revolving Tranche A-1 Loans; and then (vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) SeventhTo the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to any Delinquent Lenders, Pro-Rata to amounts to which such Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iii), through 13.7(b)(vi) accrued interest on the Tranche A-1 Loans; and then (viii) EighthTo the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to Bank of America, or any of its Affiliates providing cash management services to those fees distributable hereunder on the extent of their exposure theretoTranche A-1 Loans; and then (ix) NinthTo any Delinquent Revolving Credit Lenders, pro-rata to the Secured Parties amounts to which such Delinquent Revolving Credit Lenders otherwise would have been entitled hereunder; and then (x) To any other Liabilities, including any obligations due on account of any Liabilities arising in connection with any Hedge AgreementAgreements.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) Proceeds of a Liquidation shall be distributed based on levels of priority with respect to each classification of Collateral without taking any Early Termination Assessments into account except as specified below. (b) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents as reimbursement for all reasonable third party costs and expenses incurred by the Agents and to Lenders’ ' Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.7(a). (bc) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) Revolving Credit Senior Collateral: (A) First:, as provided in Section 14.8(d); and then (B) Second, to the Tranche B Lender; and then (C) Third, in the same order as in First and Second above towards Early Termination Assessments; and then (D) Fourth, to all other Liabilities. (ii) Tranche B Senior Collateral: (A) First, to the Tranche B Lender; and then (B) Second, as provided in Section 14.8(d); and then (C) Third, in the same order as in First and Second above towards Early Termination Assessments; and then (D) Fourth, to all other Liabilities. (d) Distributions which are made pursuant to reference to Section14.8(d) shall be in the following order: (i) To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i14.5(a)(i); and then (ii) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuerto FRFI or any of its Affiliates providing cash management services or L/Cs to the extent of any credit exposure in connection therewith (but excluding any fees earned on account thereof), Pro-Rata, to the unpaid principal balance of Revolving Credit Loans Debt and any amounts owed on account of such cash management services and any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereof; and then (iviii) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Pro-Rata, to accrued interest which constitutes Revolving Credit Debt; and then (iv) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Pro-Rata, to Revolving Credit Fees, other than the Revolving Credit Early Termination Fee; and then (v) Fifth, to the Last Out Revolving Lenders (other than To any Delinquent Lender) Pro-Rata, to the unpaid principal balance of the Last Out Revolving Loans; and then (vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Credit Lenders, Pro-Rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSections 14.8(d)(ii), through 13.7(b)(vi) 14.8(d)(iii), and then (viii) Eighth, to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto; and then (ix) Ninth, to the Secured Parties on account of any Liabilities arising in connection with any Hedge Agreement14.8(d)(iv).

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of The relative priorities to the proceeds of a the Liquidation shall be net of payment over all Collateral, other than Term Loan Priority Collateral are as follows: (i) Subject to Section , to the Agents as reimbursement for all reasonable third party costs and expenses incurred by the Agents and to Lenders’ ' Special Counsel and to any funded reserve established pursuant to Section 13.6(a; and then (ii) To the SwingLine Lender, on account of any SwingLine loans not converted to Revolving Credit Loans pursuant to Section ; and then (iii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of Revolving Credit Debt; and then (iv) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued and unpaid interest which constitutes Revolving Credit Debt; and then (v) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to Revolving Credit Fees, other than the Revolving Credit Early Termination Fee; and then (vi) To the Term Lender, to the principal balance of the Term Loan Obligations; and then (vii) To the Term Lender, to accrued and unpaid interest which constitutes Term Loan Obligations; and then (viii) To the Administrative Agent, all then remaining Administrative Agent's Fees; and then (ix) To any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to the following Sections: , , ; and then (x) To the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and then (xi) To the Term Lender, to any remaining Term Loan Obligations; and then (xii) To any other Liabilities. (b) The relative priorities to the proceeds of a the Liquidation shall be distributed based on of the following relative prioritiesTerm Loan Priority Collateral are as follows: (i) FirstSubject to Section , to the Agents as reimbursement for all reasonable third party costs and expenses incurred by the Agents and to Lenders' Special Counsel and to any funded reserve established pursuant to Section ; and then (ii) To the Term Lender, to the principal balance of the Term Loan Obligations; and then (iii) To the Term Lender, to accrued and unpaid interest which constitutes Term Loan Obligations; and then (iv) To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (iiv) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer), Propro-Ratarata, to the unpaid principal balance of Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereofDebt; and then (ivvi) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Propro-Ratarata, to accrued and unpaid interest which constitutes Revolving Credit Fees, and then (v) Fifth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance of the Last Out Revolving Loans; and then (vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders FeesDebt; and then (vii) SeventhTo the Term Lender, to any remaining Term Loan Obligations; and then (viii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to Revolving Credit Fees, other than the Revolving Credit Early Termination Fee; and then (ix) To the Administrative Agent, all then remaining Administrative Agent's Fees; and then (x) To any Delinquent Revolving Credit Lenders, Propro-Rata rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iii)the following Sections: , through 13.7(b)(vi) and then (viii) Eighth, to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto; and then (ixxi) NinthTo the Revolving Credit Lenders, pro-rata, to the Secured Parties on account extent of the Revolving Credit Early Termination Fee; and then (xii) To any Liabilities arising in connection other Liabilities. (c) The Administrative Agent may make a commercially reasonable allocation with any Hedge Agreementrespect to the payment of those items to be covered by Sections and between the proceeds of the Liquidation of all Collateral other than Term Loan Priority Collateral and the proceeds of the Liquidation of Term Loan Priority Collateral.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of The relative priorities to the proceeds of a Liquidation shall be net of payment over to are as follows: (a) To the Agents Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Agent and to the Lenders’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a).; and then (b) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (iic) SecondTo the payment of that portion of the Obligations constituting accrued and unpaid L/C fees and interest on the Revolving Credit Loans and Reimbursement Obligations, ratably among the Revolving Credit Lenders in proportion to pay interest due with respect the respective amounts described in this clause payable to all Loans;them; and then (iiid) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer, Pro-Rata), to the payment of that portion of the Obligations constituting unpaid principal balance of the Revolving Credit Loans and any amounts owed on account Reimbursement Obligations, and to the Agent, to cash collateralize that portion of any the undrawn Stated Amount of L/Cs (including as cash collateral for any undrawn L/Cs) and fees due outstanding, ratably in proportion to the Issuer on account thereofrespective amounts described in this clause held by them; and then (ive) Fourth, to the To any Delinquent Revolving Credit Lenders (other than any Delinquent Lender), Pro-Rata, to Revolving Credit Fees, and then (v) Fifth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance of the Last Out Revolving Loans; and then (vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Lenders, Propro-Rata rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSection 13.7(d), through 13.7(b)(vi) and then (viiif) EighthTo the Revolving Credit Lenders, pro-rata, to Bank of America, or any of its Affiliates providing cash management services those fees (other than the Revolving Credit Early Termination Fee) distributable hereunder to the extent of their exposure theretoRevolving Credit Lenders; and then (ixg) NinthTo the payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loan, ratably among the Term Loan Lenders in proportion to the Secured Parties on account of any Liabilities arising respective amounts described in connection with any Hedge Agreement.this clause payable to them; and then

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents as reimbursement for all reasonable third party costs and expenses incurred by the Agents and to Lenders’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.7(a). (b) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to the SwingLine Lender, on account of any SwingLine Loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i14.5(a)(i); and then (ii) Second, to pay interest due with respect to all Loans; (iii) Third, to the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuerto FRG or any of its Affiliates providing cash management services or L/Cs to the extent of any credit exposure in connection therewith (but excluding any fees earned on account thereof), Pro-Rata, to the unpaid principal balance of Revolving Credit Loans Debt and any amounts owed on account of such cash management services and any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereof; and then (iii) Third, to the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Pro-Rata, to accrued interest which constitutes Revolving Credit Debt; and then (iv) Fourth, to the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Pro-Rata, to Revolving Credit Fees, other than the Revolving Credit Early Termination Fee; and then (v) Fifth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Revolving Credit Lenders, Pro-RataRata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 14.8(b)(ii), to the unpaid principal balance of the Last Out Revolving Loans14.8(b)(iii), and 14.8(b)(iv); and then (vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Tranche B Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Lenders, Pro-Rata to amounts to which such Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iii), through 13.7(b)(vi) and then (viii) Eighth, to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto; and then (ix) Ninth, to the Secured Parties on account of any Liabilities arising in connection with any Hedge AgreementAgreement and then (viii) Eighth, to the Revolving Credit Early Termination Fee.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents Collateral Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Collateral Agent and to Lenders’ ' Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.6(a). (b) The relative priorities Subject to the provisions of Section 14.7(c) below, the proceeds of a Liquidation Liquidation, net of those amounts described in Section 13.3(c)(iv), shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i14.4(a)(i); and then (ii) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer), Propro-Ratarata, to the unpaid principal balance of the Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereofCredit; and then (iviii) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Propro-Ratarata, to accrued interest on the Revolving Credit; and then (iv) To the Revolving Credit FeesLenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (v) FifthTo the Collateral Agent, an amount equal to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance 105% of the Last Out Revolving Loans; Stated Amount of all L/Cs and thenBankers' Acceptances then outstanding; (vi) Sixth, to the Last Out Revolving Lenders (other than To any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Revolving Credit Lenders, Propro-Rata rata to amounts to which such Delinquent Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSections 14.7(b)(ii), through 13.7(b)(vi) and then (viii) Eighth14.7(b)(iii), to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto14.7(b)(iv); and then (ixvii) NinthTo any other Liabilities, to the Secured Parties including any obligations due on account of any Liabilities arising in connection with any Hedge AgreementAgreements.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents Collateral Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Collateral Agent and to Lenders’ ' Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.6(a). (b) The relative priorities Subject to the provisions of Section 14.7(c) below, the proceeds of a Liquidation Liquidation, net of those amounts described in Section 13.3(c)(iv), shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i14.4(a)(i); and then (ii) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer), Propro-Ratarata, to the unpaid principal balance of the Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereofCredit; and then (iviii) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Propro-Ratarata, to accrued interest on the Revolving Credit; and then (iv) To the Revolving Credit FeesLenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (v) FifthTo the Collateral Agent, an amount equal to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance 105% of the Last Out Revolving Loans; Stated Amount of all L/Cs and thenBankers' Acceptances then outstanding; (vi) Sixth, to the Last Out Revolving Lenders (other than To any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Revolving Credit Lenders, Propro-Rata rata to amounts to which such Delinquent Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSections 14.7(b)(ii), through 13.7(b)(vi) and then (viii) Eighth14.7(b)(iii), to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto14.7(b)(iv); and then (ixvii) NinthTo any other Liabilities, to the Secured Parties including any obligations due on account of any Liabilities arising in connection with any Hedge Agreement.Agreements. 106

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents Collateral Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Collateral Agent and to Lenders’ ' Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.6(a). (b) The relative priorities Subject to the terms of the Intercreditor Agreement and the provisions of Section 14.7(c) below, the proceeds of a Liquidation Liquidation, net of those amounts described in Section 13.3(c)(iv), shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i14.4(a)(i); and then (ii) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer), Propro-Ratarata, to the unpaid principal balance of the Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereofCredit; and then (iviii) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Propro-Ratarata, to accrued interest on the Revolving Credit; and then (iv) To the Revolving Credit FeesLenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (v) FifthTo the Collateral Agent, an amount equal to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance 105% of the Last Out Revolving LoansStated Amount of all L/Cs and Bankers' Acceptances then outstanding; and then (vi) Sixth, to the Last Out Revolving Lenders (other than To any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Revolving Credit Lenders, Propro-Rata rata to amounts to which such Delinquent Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSections 14.7(b)(ii), through 13.7(b)(vi) and then (viii) Eighth14.7(b)(iii), to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto14.7(b)(iv); and then (ixvii) NinthTo any other Liabilities, to the Secured Parties including any obligations due on account of Hedge Agreements. (c) Notwithstanding anything to the contrary herein contained, all proceeds received from the Collateral of a Division shall first be applied to the Revolving Credit Loans, 108 L/Cs, Banker's Acceptances, interest, fees and other Liabilities of such Division before application to any Liabilities arising in connection with any Hedge Agreementother Liabilities.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of proceeds of a Liquidation shall be net of payment over to the Agents Collateral Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Collateral Agent and to Lenders’ ' Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.6(a). (b) The relative priorities Subject to the terms of the Intercreditor Agreement and the provisions of Section 14.7(c) below, the proceeds of a Liquidation Liquidation, net of those amounts described in Section 13.3(c)(iv), shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i14.4(a)(i); and then (ii) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer), Propro-Ratarata, to the unpaid principal balance of the Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereofCredit; and then (iviii) Fourth, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), Propro-Ratarata, to accrued interest on the Revolving Credit; and then (iv) To the Revolving Credit FeesLenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (v) FifthTo the Collateral Agent, an amount equal to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance 105% of the Last Out Revolving LoansStated Amount of all L/Cs and Bankers' Acceptances then outstanding; and then (vi) Sixth, to the Last Out Revolving Lenders (other than To any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Revolving Credit Lenders, Propro-Rata rata to amounts to which such Delinquent Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSections 14.7(b)(ii), through 13.7(b)(vi) and then (viii) Eighth14.7(b)(iii), to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto14.7(b)(iv); and then (ixvii) NinthTo any other Liabilities, to the Secured Parties including any obligations due on account of Hedge Agreements. (c) Notwithstanding anything to the contrary herein contained, all proceeds received from the Collateral of a Division shall first be applied to the Revolving Credit Loans, L/Cs, Banker's Acceptances, interest, fees and other Liabilities of such Division before application to any Liabilities arising in connection with any Hedge Agreementother Liabilities.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of The relative priorities to the proceeds of a Liquidation shall be net of payment over to are as follows: (a) To the Agents Administrative Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Administrative Agent and to Lenders’ ' Special Counsel and to any funded reserve established pursuant to Section 13.6(a).; and then (b) The relative priorities to To the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to the SwingLine Swing Line Lender, on account of any SwingLine Swing Line Loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (iic) Second, to pay interest due with respect to all Loans; (iii) Third, to To the Revolving Credit Lenders (other than any Delinquent Lender) and Issuer, Pro-Rata, to the unpaid principal balance of Revolving Credit Loans and any amounts owed on account of any L/Cs (including as cash collateral for any undrawn L/Cs) and fees due to the Issuer on account thereof; and then (iv) Fourth, to the Revolving Credit Lenders (other than any Delinquent Lender), Pro-Rata, to Revolving Credit Fees, and then (v) Fifth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Ratapro rata, to the unpaid principal balance of the Last Out Revolving Credit Loans; and then (vid) Sixth, to To the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata), pro rata, to accrued interest on the Last Out Lenders FeesRevolving Credit Loans; and then (viie) SeventhTo the Lenders (other than any Delinquent Lender), pro rata, to those fees distributable hereunder to the Lenders; and then (f) To any Delinquent Lenders, Pro-Rata pro rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSections 13.7(c), through 13.7(b)(vi13.7(d) and then (viii) Eighth, to Bank of America, or any of its Affiliates providing cash management services to the extent of their exposure thereto13.7(e); and then (ixg) NinthTo any applicable Lenders, pro rata, to the Secured Parties extent of the Early Termination Fee; and then (h) To any other Liabilities then outstanding (including, without limitation on account of any Liabilities arising in connection with claims then threatened or asserted against any Hedge AgreementSecured Party for which the Credit Parties are obligated to provide an indemnity). (i) To the Lead Borrower or whoever may be lawfully entitled thereto.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. (a) All distributions of The relative priorities to the proceeds of a Liquidation shall be net of payment over to are as follows: (a) To the Agents Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agents Agent and to the Lenders’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a).; and then (b) The relative priorities to the proceeds of a Liquidation shall be distributed based on the following relative priorities: (i) First, to To the SwingLine Lender, on account of any SwingLine Loans loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (iic) SecondTo the payment of that portion of the Obligations constituting accrued and unpaid L/C fees and interest on the Revolving Credit Loans and Reimbursement Obligations, ratably among the Revolving Credit Lenders in proportion to pay interest due with respect the respective amounts described in this clause payable to all Loans;them; and then (iiid) Third, to To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender) and Issuer, Pro-Rata), to the payment of that portion of the Obligations constituting unpaid principal balance of the Revolving Credit Loans and any amounts owed on account Reimbursement Obligations, and to the Agent, to cash collateralize that portion of any the undrawn Stated Amount of L/Cs (including as cash collateral for any undrawn L/Cs) and fees due outstanding, ratably in proportion to the Issuer on account thereofrespective amounts described in this clause held by them; and then (ive) Fourth, to the To any Delinquent Revolving Credit Lenders (other than any Delinquent Lender), Pro-Rata, to Revolving Credit Fees, and then (v) Fifth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, to the unpaid principal balance of the Last Out Revolving Loans; and then (vi) Sixth, to the Last Out Revolving Lenders (other than any Delinquent Lender) Pro-Rata, the Last Out Lenders Fees; and then (vii) Seventh, to any Delinquent Lenders, Propro-Rata rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Subsections 13.7(b)(iiiSection 13.7(d), through 13.7(b)(vi) and then (viiif) EighthTo the Revolving Credit Lenders, pro-rata, to Bank of America, or any of its Affiliates providing cash management services those fees (other than the Revolving Credit Early Termination Fee) distributable hereunder to the extent of their exposure theretoRevolving Credit Lenders; and then (ix) Ninth, to the Secured Parties on account of any Liabilities arising in connection with any Hedge Agreement.