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

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. The relative priorities to the proceeds of a Liquidation are as follows: (a) To the Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agent and to Lenders' Special Counsel and to any funded reserve established pursuant to Section 13.6(a); and then (b) 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 (c) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit; and then (d) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (e) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (f) To any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Sections 13.7(c), 13.7(d), 13.7(e); and then (g) To the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and then (h) To any other Liabilities.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. The relative priorities to the proceeds of a Liquidation are as follows: (a) To the Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agent and to Revolving Credit Lenders' ’ Special Counsel and to any funded reserve established pursuant to Section 13.6(a); and then (b) 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 (c) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit; and then (d) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (e) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (f) To any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Sections Section 13.7(c), 13.7(d), 13.7(e); and then (ge) To the Revolving Credit Lenders, pro-rata, to the extent of accrued interest on the Revolving Credit Early Termination FeeCredit; and then (hf) To any other Liabilities.Liabilities owed to the Agent pursuant to clause (b) of the definition of Liabilities relating to cash management services; and then

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. The relative priorities to the (a) All distributions of proceeds of a Liquidation are as follows: (a) To shall be net of payment over to the Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agent and to Lenders' Special Counsel and to any funded reserve established pursuant to Section 13.6(a); and then. (b) To The proceeds of a Liquidation, net of those amounts described in Section 12.2(c)(iv), shall be distributed based on the SwingLine Lender, on account of any SwingLine loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and thenfollowing priorities: (ci) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit; and then (dii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (eiii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (fiv) To any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Sections 13.7(c13.7(b)(i), 13.7(d13.7(b)(ii), 13.7(e13.7(b)(iii); and then (gv) To the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and then (hvi) To any other Liabilities.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. The relative priorities to the (a) All distributions of proceeds of a Liquidation are as follows: (a) To shall be net of payment over to the Collateral Agent as reimbursement for all reasonable third party costs and expenses incurred by the Collateral Agent and to Lenders' Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.6(a); and then. (b) Subject to the provisions of Section 14.7(c) below, the proceeds of a Liquidation, net of those amounts described in Section 13.3(c)(iv), shall be distributed based on the following priorities: (i) To the SwingLine Lender, on account of any SwingLine loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i14.4(a)(i); and then (cii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit; and then (diii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (eiv) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (fv) To any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Delinquent Revolving Credit Lenders otherwise would have been entitled pursuant to Sections 13.7(c14.7(b)(ii), 13.7(d14.7(b)(iii), 13.7(e14.7(b)(iv); and then (g) To the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and then (hvi) To any other Liabilities., including any obligations due on account of Hedge Agreements. 106

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. The relative priorities to the proceeds of a Liquidation are as follows: (a) To the Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agent and to Lenders' Special Counsel and to any funded reserve established pursuant to Section 13.6(a); and then (b) 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 (c) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving CreditCredit and Liabilities owed to the Agent pursuant to clause (b) of the definition of Liabilities relating to cash management services; and then (d) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (e) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (f) To any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Sections 13.7(c), 13.7(d), 13.7(e); and then (g) To the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and then (h) To any other Liabilities.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. The relative priorities to the (a) All distributions of proceeds of a Liquidation are as follows: (a) To shall be net of payment over to the Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agent and to Lenders' Special Counsel and to any funded reserve established pursuant to Section 13.6(a14.6(a); and then. (b) To The proceeds of a Liquidation, net of those amounts described in Section 13.2(c)(iv), shall be distributed based on the SwingLine Lender, on account of any SwingLine loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and thenfollowing priorities: (c) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit; and then (d) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (ei) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (fii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (iii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit (including amounts necessary to cover any undrawn L/C's); and then (iv) To any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Sections 13.7(c14.7(b)(i), 13.7(d14.7(b)(ii), 13.7(e14.7(b)(iii); and then then (gv) To the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and then then (hvi) To any other Liabilities.

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. The relative priorities to the proceeds of a Liquidation are as follows: (a) To the Administrative Agent as reimbursement for all reasonable third party costs and expenses incurred by the Administrative Agent and to Lenders' Special Counsel and to any funded reserve established pursuant to Section 13.6(a12-6(a); and then (b) 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 (c) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit; and then (dc) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (ed) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (fe) To any Delinquent Revolving Credit Lenders, pro-rata rata, to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Sections 13.7(c12-7(c), 13.7(d12-7(d), 13.7(eand 12-7(e); and then (f) To any Liabilities in respect of Hedge Agreements; and then (g) To any other Liabilities then outstanding (including, without limitation on account of any claims then threatened or asserted against the Administrative Agent, the Issuing Bank, or any Revolving Credit Lenders, pro-rata, Lender for which the Borrowers are obligated to the extent of the Revolving Credit Early Termination Fee; and thenprovide an indemnity). (h) To any other Liabilitiesthe Lead Borrower. ARTICLE 13 - THE ADMINISTRATIVE AGENT:

RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION. The relative priorities to the proceeds of a Liquidation are as follows: (a) To the Administrative Agent as reimbursement for all reasonable third party costs and expenses incurred by the Administrative Agent and to Lenders' Special Counsel and to any funded reserve established pursuant to Section 13.6(a); and then (b) To the SwingLine Swing Line Lender, on account of any SwingLine loans Swing Line Loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and then (c) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-pro rata, to the unpaid principal balance of the Revolving CreditCredit and the Term Loans; and then (d) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-pro rata, to accrued interest on the Revolving CreditCredit and the Term Loans; and then (e) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-pro rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (f) To any Delinquent Revolving Credit Lenders, pro-pro rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Sections 13.7(c), 13.7(d), ) or 13.7(e); and then (g) To the Revolving Credit any applicable Lenders, pro-pro rata, to the extent of the Revolving Credit Early Termination Fee; and then (h) To any other LiabilitiesLiabilities then outstanding (including, without limitation on account of any claims then threatened or asserted against any Secured 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. The relative priorities to the (a) All distributions of proceeds of a Liquidation are as follows: (a) To shall be net of payment over to the Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agent and to Lenders' Special Counsel and to any funded reserve established pursuant to Section 13.6(a); and then. (b) The proceeds of a Liquidation, net of those amounts described in Section 12.3(c)(iv), shall be distributed based on the following priorities: (i) 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 (cii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit; and then (diii) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit; and then (eiv) To the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit Lenders; and then (fv) To any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to Sections 13.7(c13.7(b)(ii), 13.7(d13.7(b)(iii), 13.7(e)13.7(b)(iv) ; and then then (g) To the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and then (hvi) To any other Liabilities.