SHARE" SHALL MEAN,
WHEN CALCULATING A SECURED CREDITOR'S PORTION OF ANY DISTRIBUTION OR AMOUNT,
THAT AMOUNT (EXPRESSED AS A PERCENTAGE) EQUAL TO A FRACTION THE NUMERATOR OF
WHICH IS THE THEN UNPAID AMOUNT OF SUCH SECURED CREDITOR'S PRIMARY OBLIGATIONS
OR SECONDARY OBLIGATIONS, AS THE CASE MAY BE, AND THE DENOMINATOR OF WHICH IS
THE THEN OUTSTANDING AMOUNT OF ALL PRIMARY OBLIGATIONS OR SECONDARY OBLIGATIONS,
AS THE CASE MAY BE, (Y) "PRIMARY OBLIGATIONS" SHALL MEAN (I) IN THE CASE OF THE
CREDIT DOCUMENT OBLIGATIONS, ALL PRINCIPAL OF, PREMIUM, FEES AND INTEREST ON,
ALL LOANS, ALL UNPAID DRAWINGS (INCLUDING INTEREST THEREON), THE STATED AMOUNT
OF ALL OUTSTANDING LETTERS OF CREDIT AND ALL FEES, (II) IN THE CASE OF THE
HEDGING OBLIGATIONS, ALL AMOUNTS DUE UNDER EACH INTEREST RATE PROTECTION
AGREEMENT AND EACH OTHER HEDGING AGREEMENT WITH A HEDGING CREDITOR (OTHER THAN
INDEMNITIES, FEES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) AND SIMILAR
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obligations and liabilities) and (iii) in the case of the Secured Supplemental
L/C Obligations, the stated amount of, and all other amounts (including unpaid
drawings, interest thereon and regularly accruing fees and expenses) due under
or in respect of, each Secured Supplemental Letter of Credit (other than
indemnities, other fees (including, without limitation, attorneys' fees) and
similar obligations and liabilities) and (z) "Secondary Obligations" shall mean
all Obligations other than Primary Obligations.
(C)
WHEN PAYMENTS TO SECURED CREDITORS ARE BASED UPON THEIR RESPECTIVE
PRO RATA SHARES, THE AMOUNTS RECEIVED BY SUCH SECURED CREDITORS HEREUNDER SHALL
BE APPLIED (FOR PURPOSES OF MAKING DETERMINATIONS UNDER THIS SECTION 7.4 ONLY)
(I) FIRST, TO THEIR PRIMARY OBLIGATIONS AND (II) SECOND, TO THEIR
SECONDARY
OBLIGATIONS.
IF ANY PAYMENT TO ANY SECURED CREDITOR OF ITS PRO RATA SHARE OF
ANY DISTRIBUTION WOULD RESULT IN OVERPAYMENT TO SUCH SECURED CREDITOR, SUCH
EXCESS AMOUNT SHALL INSTEAD BE DISTRIBUTED IN RESPECT OF THE UNPAID PRIMARY
OBLIGATIONS OR
SECONDARY OBLIGATIONS, AS THE CASE MAY BE, OF THE OTHER SECURED
CREDITORS, WITH EACH SECURED CREDITOR WHOSE PRIMARY OBLIGATIONS OR SECONDARY
OBLIGATIONS, AS THE CASE MAY BE, HAVE NOT BEEN PAID IN FULL TO RECEIVE AN AMOUNT
EQUAL TO SUCH EXCESS AMOUNT MULTIPLIED BY A FRACTION THE NUMERATOR OF WHICH IS
THE UNPAID PRIMARY OBLIGATIONS OR SECONDARY OBLIGATIONS, AS THE CASE MAY BE, OF
SUCH SECURED CREDITOR AND THE DENOMINATOR OF WHICH IS THE UNPAID PRIMARY
OBLIGATIONS OR
SECONDARY OBLIGATIONS, AS THE CASE MAY BE, OF ALL SECURED
CREDITORS ENTITLED TO SUCH DISTRIBUTION.
(D)
EACH OF THE SECURED CREDITORS, BY THEIR ACCEPTANCE OF THE BENEFITS
HEREOF AND OF THE OTHER SECURITY DOCUMENTS, AGREES AND ACKNOWLEDGES THAT IF THE
LENDER CREDITORS OR THE SECURED SUPPLEMENTAL L/C CREDITORS RECEIVE A
DISTRIBUTION ON ACCOUNT OF UNDRAWN AMOUNTS WITH RESPECT TO (X) LETTERS OF CREDIT
ISSUED UNDER THE CREDIT AGREEMENT (WHICH SHALL ONLY OCCUR AFTER ALL OUTSTANDING
REVOLVING LOANS UNDER THE CREDIT AGREEMENT AND UNPAID DRAWINGS HAVE BEEN PAID IN
FULL) OR (Y) SECURED SUPPLEMENTAL LETTERS OF CREDIT, AS THE CASE MAY BE, SUCH
AMOUNTS SHALL BE PAID TO THE ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT