Common use of Distribution of Proceeds Clause in Contracts

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary ------------------------ contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower Borrowers or otherwise, such monies shall be distributed for application as follows: (a) Firstfirst, to the payment of or the reimbursement of, of the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Secondsecond, to the payment of all interest, including interest on overdue amounts, amounts and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Thirdthird, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourthfourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifthfifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in In the event that following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender receives any monies on account of with respect to the Lender Obligations from the Borrower or otherwiseamounts due hereunder, such monies shall be distributed for application as follows: (a) First, to the payment of of, or (as the case may be) the reimbursement of, of the Agent Representative and the Lenders for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Lenders in connection with the collection of such monies by the AgentLender, or in connection with for the exercise, protection or enforcement by the Agent Lender of all or any of the rights, remedies, powers and privileges of the Agent Lenders under the Senior Subordinated Notes and the Warrants or relating to the Lenders Senior Subordinated Notes and the Warrants under this Agreement or any of the other Lender AgreementLoan Documents; (b) Second, to all other Obligations in such order or preference as the payment of all interestLenders may determine; provided, including interest on overdue amountshowever, and late charges, then due and payable with respect that distributions shall be made to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages;pro-rata; and (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower Companies or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower Borrowers or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, to the extent that the Agent receives any monies pursuant to the ASC East Lender Agreements, to the payment of the ASC East Lender Obligations in accordance with the provisions of Section 10.3 of the ASC East Credit Agreement. (f) Sixth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower Loan Parties or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything Upon enforcement of this Agreement, all monies and other property held or received by the Lender under this Agreement shall (subject to the contrary contained herein, payment of debts which by law have priority) be applied in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows:manner:- (a) Firstfirst, to the in payment of or the reimbursement of, the Agent for or in respect of all documented costs, expensescharges, disbursements expenses and losses which shall have been liabilities incurred or sustained by the Agent in connection with the collection of such monies Lender and every agent, delegate or other person appointed by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders Lender under this Agreement or in the enforcement of this Agreement or in the performance of any other Lender duties or the exercise of any powers vested in it or him under this Agreement; (b) Secondsecond, in or towards payment of the liabilities of the Borrower in respect of the Total Secured Amounts (other than principal and any interest thereon) due to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment PercentagesLender; (c) Thirdthird, in or towards payment of all interest (including interest on overdue interest) which has accrued on the Total Secured Amounts to the payment date of the outstanding principal balance such application; and Kulicke & ▇▇▇▇▇ Pte. Ltd. (registration number 199902120H) Short Term Loan Facility of the Loans, allocated among the Lenders in proportion up to their respective Commitment Percentages;USD12,000,000.00 & Revolving Credit Facility of up to USD8,000,000.00 - Facilities Agreement (d) Fourthfourth, in or towards payment of the principal amount of the Facilities due to any other outstanding Lender Obligationsthe Lender, allocated among and the Lenders in proportion to their respective Commitment Percentages; and surplus (e) Fifth, the excess, if any, ) after the payment in full of all liabilities of the Borrower under this Agreement shall be returned paid to or to the order of the Borrower or to such other Persons as are person for the time being entitled thereto, PROVIDED ALWAYS THAT if any sum paid or recovered in respect of the liabilities of the Borrower under this Agreement is less than the Total Secured Amounts then due, the Lender may apply that sum to principal, interest, fees or any other amount due under this Agreement in such proportions and order and generally in such manner as instructed by the Lender.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender AgreementAgreement or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Tranche B Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Tranche B Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligationsthe payment of all interest, including interest on over due amounts, and late charges, the due and payable with respect to the Tranche C Loan, allocated among the Lenders in proportion to their respective Commitment Percentages; and; (e) Fifth, to the payment of the outstanding principal balance of the Tranche C Loan, allocated among the Lenders in proportion to their respective Commitment Percentage; and (f) Sixth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the either Borrower or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, in such order of priority and in such amounts as the Agent and the Majority Lenders shall determine, to the payment of all (i) interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loansany outstanding Loans of any Borrower, allocated among the Lenders in proportion to their respective Commitment Percentages; (cii) Third, to the payment of the outstanding principal balance of the Loansany Loans of any Borrower, allocated among the Lenders in proportion to their respective Commitment Percentages; and (diii) Fourth, to any other outstanding Lender Obligations, in each case allocated among the Lenders in proportion to their respective Commitment Percentages; and (ec) FifthThird, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.. 41

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in In the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account in connection with the enforcement of any of the Lender Obligations from the Borrower or otherwiseLoan Documents, such monies shall be distributed for application as follows: (a) First, to the payment of of, or (as the case may be) the reimbursement of, of the Agent Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Lender in connection with the collection of such monies by the AgentLender, or in connection with for the exercise, protection or enforcement by the Agent Lender of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders Lender under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Lender Agreementagainst any taxes or liens which by law shall have, or may have, priority over the rights of the Lender to such monies; (b) Second, to all other Obligations in such order or preference as the payment of all interestLender may determine; provided, including interest on overdue amountshowever, and late charges, that the Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentagespayable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender of all of the Obligations, to the extent applicable, to the payment of the outstanding principal balance any obligations required to be paid pursuant to §9-608(a)(1)(C) or 9-615(a)(3) of the Loans, allocated among Uniform Commercial Code of the Lenders in proportion to their respective Commitment Percentages;Commonwealth of Massachusetts; and (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower any Loan Party or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower Loan Parties or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary ------------------------ contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower Borrowers or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, of the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, amounts and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower Borrowers or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower Borrowers or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, to the extent that the Agent receives any monies pursuant to the American Ski - West Lender Agreements, to the payment of the American Ski - West Lender Obligations in accordance with the provisions of Section 10.3 of the American Ski - West Credit Agreement. (f) Sixth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything Upon enforcement of this Agreement, all monies and other property held or received by the Lender under this Agreement shall (subject to the contrary contained herein, payment of debts which by law have priority) be applied in the event that following the occurrence or during the continuance manner:- Kulicke & S▇▇▇▇ Global Holding Corporation (Company No. LL05002) Short Term Loan Facility of any Event up to USD12,000,000.00 & Revolving Credit Facility of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows:up to USD8,000,000.00 - Facilities Agreement (a) Firstfirst, to the in payment of or the reimbursement of, the Agent for or in respect of all documented costs, expensescharges, disbursements expenses and losses which shall have been liabilities incurred or sustained by the Agent in connection with the collection of such monies Lender and every agent, delegate or other person appointed by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders Lender under this Agreement or in the enforcement of this Agreement or in the performance of any other Lender duties or the exercise of any powers vested in it or him under this Agreement; (b) Secondsecond, in or towards payment of the liabilities of the Borrower in respect of the Total Secured Amounts (other than principal and any interest thereon) due to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment PercentagesLender; (c) Thirdthird, in or towards payment of all interest (including interest on overdue interest) which has accrued on the Total Secured Amounts to the payment date of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages;such application; and (d) Fourthfourth, in or towards payment of the principal amount of the Facilities due to any other outstanding Lender Obligationsthe Lender, allocated among and the Lenders in proportion to their respective Commitment Percentages; and surplus (e) Fifth, the excess, if any, ) after the payment in full of all liabilities of the Borrower under this Agreement shall be returned paid to or to the order of the Borrower or to such other Persons as are person for the time being entitled thereto, PROVIDED ALWAYS THAT if any sum paid or recovered in respect of the liabilities of the Borrower under this Agreement is less than the Total Secured Amounts then due, the Lender may apply that sum to principal, interest, fees or any other amount due under this Agreement in such proportions and order and generally in such manner as instructed by the Lender.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in In the event that that, following the occurrence or and during the continuance of any Default or Event of Default, the Agent or any Lender Bank, as the case may be, receives any monies on account of in connection with the Lender Obligations from the Borrower or otherwiseRevolving Credit Loans, such monies shall be distributed for application as follows: (a) First, to the payment of of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders Banks under this Agreement or any of the other Lender AgreementLoan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations pro rata based upon the payment amount of all interestthe Obligations due each of the Agent and the Banks; and provided, including interest on overdue amountsfurther, and late charges, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable with respect to the Loans, allocated among the Lenders in proportion to their respective Commitment Percentagespayable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Majority Banks of all of the Obligations, to the payment of the outstanding principal balance any obligations required to be paid pursuant to 9-504(1)(c) of the Loans, allocated among Uniform Commercial Code of the Lenders in proportion to their respective Commitment Percentages;State of Connecticut or any similar law; and (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary contained herein, in In the event that that, following the ------------------------ occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender receives any monies on account in connection with the enforcement of any of the Lender Obligations from the Borrower Loan Documents, or otherwise, such monies shall be distributed by the Lender for application as follows: (a) a. First, to the payment of of, or (as the case may be) the reimbursement of, the Agent Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Lender in connection with the collection of such monies by the AgentLender, or in connection with for the exercise, protection or enforcement by the Agent Lender of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders Lender under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Lender Agreementagainst any taxes or liens which by law shall have or may have, priority over the rights of the Lender to such monies; (b) b. Second, to all other Obligations in such order or preference as the payment of all interestLender may determine; provided, including interest on overdue amountshowever, and late charges, that the Lender may in is -------- discretion make proper allowance to take into account any Obligations not then due and payable with respect payable; c. Third, upon payment and satisfaction in full or other provision for payment in full satisfactory to the Loans, allocated among Lender of all of the Lenders in proportion to their respective Commitment Percentages; (c) ThirdObligations, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment PercentagesJunior Loan; (d) d. Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Proceeds. Notwithstanding anything to the contrary ------------------------ contained herein, in the event that following the occurrence or during the continuance of any Event of Default, the Agent or any Lender receives any monies on account of the Lender Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows: (a) First, to the payment of or the reimbursement of, of the Agent for or in respect of all costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any other Lender Agreement; (b) Second, to the payment of all interest, including interest on overdue amounts, amounts and late charges, then due and payable with respect to the Loans, allocated allocate among the Lenders in proportion to their respective Commitment Percentages; (c) Third, to the payment of the outstanding principal balance of the Loans, allocated alloc among the Lenders in proportion to their respective Commitment Percentages; (d) Fourth, to any other outstanding Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and (e) Fifth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons persons as are entitled thereto.. SECTION VIII ------------ CONSENTS; AMENDMENTS; WAIVERS; REMEDIES ---------------------------------------