Common use of Allocation of Payments and Proceeds of Collateral after Event of Default Clause in Contracts

Allocation of Payments and Proceeds of Collateral after Event of Default. Notwithstanding any provisions of this Agreement to the contrary: ( a) After the occurrence and during the continuance of an Event of Default, all amounts collected or received by any Secured Party on account of the Obligations or in respect of the Collateral (including without limitation any and all payments paid by or on behalf of any Loan Party (including any and all payments by or on behalf of any Guarantor in respect of its obligations and liabilities under its Guaranty), any and all proceeds of Collateral, any and all amount obtained by any Secured Party in respect of the Obligations by exercise of any rights of setoff or recoupment, any and all adequate protection payments payable to any Secured Party, and any and all distributions to any Secured Party under a plan of reorganization) (all of the foregoing, the “Obligations Receipts”) shall be, if received by any Secured Party other than DB1/ 133198220.1133198220.6 147 Agent, turned over to promptly by such Secured Party to Agent in the form received (together with any applicable endorsement), and upon receipt by Agent, may be, at Agent’s discretion, applied or paid over as follows: FIRST, to the payment until paid in full of (x) all out-of-pocket costs and expenses (including without limitation all legal expenses and reasonable attorneys’ fees) of Agent to the extent payable and/or reimbursable by Loan Parties under the provisions of Section 16.9 hereof and/or any other applicable provisions hereof or of any Other Document, including all such costs and expenses incurred by Agent in connection with enforcing the rights and remedies of Agent and/or any other Secured Parties under this Agreement and the Other Documents, and (y) all indemnification obligations owing to Agent to the extent payable by Loan Parties under the provisions of Section 16.5 hereof and/or any other applicable provisions hereof or of any Other Document; SECOND, to payment until paid in full of any fees owing and payable to Agent hereunder and/or under any Other Document; THIRD, ratably, to the payment until paid in full of (x) all out-of-pocket costs and expenses (including without limitation all legal expenses and reasonable attorneys’ fees) of each of the Cash Collateral Providers to the extent payable and/or reimbursable by Loan Parties under the provisions of Section 16.9 hereof and/or any other applicable provisions hereof or of any Other Document, and (y) all indemnification obligations owing to each of the Cash Collateral Providers to the extent payable by Loan Parties under the provisions of Section 16.5 hereof and/or any other applicable provisions hereof or of any Other Document; FOURTH, to the payment until paid in full of all Obligations arising under this Agreement and the Other Documents consisting of accrued and unpaid interest (excluding all interest paid pursuant to clauses FIRST and FOURTH above) and accrued and unpaid fees and premiums (including but not limited to all Cash Collateral Commitment Fees and Prepayment Premiums); FIFTH, to the payment until paid in full of the outstanding principal amount of the Delayed Draw Term Loans arising under this Agreement; SIXTH, to the payment until paid in full of any outstanding Cash Collateral Reimbursement Obligations and replacement of any Cash Collateral required to be maintained with Issuer; SEVENTH, to the payment until paid in full of all other Obligations arising under this Agreement and the Other Documents which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “SIXTH” above; and EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, and subject in all cases to the other provisions of this Section 11.5 and also to any separate written agreements among any applicable Cash Collateral Providers, (i) amounts received shall be applied in the numerical order provided until exhausted and each

Allocation of Payments and Proceeds of Collateral after Event of Default. Notwithstanding any provisions of this Agreement to the contrary: : ( a) After the occurrence and during the continuance of an Event of Default, all amounts collected or received by any Secured Party Agent on account of the Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities, adequate protection payments and distributions under a plan of reorganization), or in respect of the Collateral (including without limitation any and all payments paid by or on behalf of any Loan Party (including any and all payments by or on behalf of any Guarantor in respect of its obligations and liabilities under its Guaranty), any and all proceeds of Collateral, any and all amount obtained by any Secured Party in respect of the Obligations by exercise of any rights of setoff or recoupment, any and all adequate protection payments payable to any Secured Party, and any and all distributions to any Secured Party under a plan of reorganization) (all of the foregoing, the “Obligations Receipts”) shall be, if received by any Secured Party other than DB1/ 133198220.1133198220.6 147 Agent, turned over to promptly by such Secured Party to Agent in the form received (together with any applicable endorsement), and upon receipt by Agent, may bebe paid, at Agent’s discretion, applied over or paid over delivered as follows: FIRST, to the payment until paid in full of (x) all out-of-pocket costs and expenses (including without limitation all legal expenses and reasonable attorneys’ fees) of Agent and Domestic Agent to the extent payable and/or reimbursable by Loan Parties under the provisions of Section 16.9 hereof and/or any other applicable provisions hereof or of any Other Document, and/or under the provisions of Section 16.9 of the Domestic Credit Agreement and/or any other applicable provisions thereof or of any Domestic Other Document, including all such costs and expenses incurred by Agent or Domestic Agent in connection with enforcing the rights and remedies of Agent and/or any other Secured Parties under this Agreement and the Other Documents and/or of Domestic Agent and/or any Domestic Secured Party under the Domestic Credit Agreement and the Domestic Other Documents, and (y) all indemnification obligations owing to Agent and Domestic Agent to the extent payable by Loan Parties under the provisions of Section 16.5 hereof and/or any other applicable provisions hereof or of any Other Document and/or under the provisions of Section 16.5 of the Domestic Credit Agreement and/or any other applicable provisions thereof or of any Domestic Other Document; SECOND, to payment until paid in full of any fees owing and payable to Agent hereunder and/or under any Other Document; THIRD, ratably, Document and to the payment until paid in full of (x) all out-of-pocket costs and expenses (including without limitation all legal expenses and reasonable attorneys’ fees) of each of the Cash Collateral Providers to the extent payable and/or reimbursable by Loan Parties Domestic Agent under the provisions of Section 16.9 hereof Domestic Credit Agreement and/or any other applicable provisions hereof or of any Domestic Other Document, and (y) all indemnification obligations owing to each of the Cash Collateral Providers to the extent payable by Loan Parties under the provisions of Section 16.5 hereof and/or any other applicable provisions hereof or of any Other Document; FOURTH, to the payment until paid in full of all Obligations arising under this Agreement and the Other Documents consisting of accrued and unpaid interest (excluding all interest paid pursuant to clauses FIRST and FOURTH above) and accrued and unpaid fees and premiums (including but not limited to all Cash Collateral Commitment Fees and Prepayment Premiums); FIFTH, to the payment until paid in full of the outstanding principal amount of the Delayed Draw Term Loans arising under this Agreement; SIXTH, to the payment until paid in full of any outstanding Cash Collateral Reimbursement Obligations and replacement of any Cash Collateral required to be maintained with Issuer; SEVENTH, to the payment until paid in full of all other Obligations arising under this Agreement and the Other Documents which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “SIXTH” above; and EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, and subject in all cases to the other provisions of this Section 11.5 and also to any separate written agreements among any applicable Cash Collateral Providers, (i) amounts received shall be applied in the numerical order provided until exhausted and each;

Allocation of Payments and Proceeds of Collateral after Event of Default. Notwithstanding any provisions of this Agreement to the contrary: ( a) After the occurrence and during the continuance of an Event of Default, all amounts collected or received by any Secured Party on account of the Obligations or in respect of the Collateral (including without limitation any and all payments paid by or on behalf of any Loan Party Borrower (including any and all payments by or on behalf of any Guarantor in respect of its obligations and liabilities under its Guaranty), any and all proceeds of Collateral, any and all 58 amount obtained by any Secured Party in respect of the Obligations by exercise of any rights of setoff or recoupment, any and all adequate protection payments payable to any Secured Party, and any and all distributions to any Secured Party under a plan of reorganization) (all of the foregoing, the “Obligations Receipts”) shall be, if received by any Secured Party other than DB1/ 133198220.1133198220.6 147 Agent, turned over to promptly by such Secured Party to Agent in the form received (together with any applicable endorsement), and upon receipt by Agent, may be, at Agent’s discretion, applied or paid over as follows: FIRST, to the payment until paid in full of (x) all out-of-pocket costs and expenses (including without limitation all legal expenses and reasonable attorneys’ fees) of Agent to the extent payable and/or reimbursable by Loan Parties Borrowers under the provisions of Section 16.9 hereof and/or any other applicable provisions hereof or of any Other Document, including all such costs and expenses incurred by Agent in connection with enforcing the rights and remedies of Agent and/or any other Secured Parties under this Agreement and the Other Documents, and (y) all indemnification obligations owing to Agent to the extent payable by Loan Parties Borrowers under the provisions of Section 16.5 hereof and/or any other applicable provisions hereof or of any Other Document, and (z) all interest and principal with respect to any Protective Advances funded by Agent under or pursuant to the terms of this Agreement; SECOND, to payment until paid in full of any fees owing and payable to Agent hereunder and/or under any Other Document; THIRD, ratably, to the payment until paid in full of (x) all out-of-pocket costs and expenses (including without limitation all legal expenses and reasonable attorneys’ fees) of each of the Cash Collateral Providers Lenders to the extent payable and/or reimbursable by Loan Parties Borrowers under the provisions of Section 16.9 hereof and/or any other applicable provisions hereof or of any Other Document, and (y) all indemnification obligations owing to each of the Cash Collateral Providers Lenders to the extent payable by Loan Parties Borrowers under the provisions of Section 16.5 hereof and/or any other applicable provisions hereof or of any Other Document; FOURTH, to the payment until paid in full of all of the Obligations arising under this Agreement and the Other Documents consisting of accrued and unpaid interest (excluding all interest paid pursuant with respect to clauses FIRST and FOURTH above) and accrued and unpaid fees and premiums (including but not limited to all Cash Collateral Commitment Fees and Prepayment Premiums)any Protective Advances; FIFTH, to the payment until paid in full of the outstanding principal amount of any Protective Advances; SIXTH, to the payment of all of the Obligations consisting of accrued and unpaid interest with respect to the Advances other than Protective Advances; SEVENTH, to the payment of the outstanding principal amount of the Delayed Draw Term Loans arising under this AgreementAdvances other than Protective Advances; SIXTH, to the payment until paid in full of any outstanding Cash Collateral Reimbursement Obligations and replacement of any Cash Collateral required to be maintained with Issuer; SEVENTHEIGHTH, to the payment until paid in full of all other Obligations arising under this Agreement and the Other Documents which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “SIXTHFIFTH” above; and EIGHTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, and subject in all cases to the other provisions of this Section 11.5 and also to any separate written agreements among any applicable Cash Collateral Providers, (i) amounts received shall be applied in the numerical order provided until exhausted and each59

Allocation of Payments and Proceeds of Collateral after Event of Default. Notwithstanding any provisions of this Agreement to the contrary:. Notwithstanding any provisions of this Agreement to the contrary: ( a) After the occurrence and during the continuance of an Event of Default, all amounts collected or received by any Secured Party on account of the Obligations or in respect of the Collateral (including without limitation any and all payments paid by or on behalf of any Loan Party (including any and all payments by or on behalf of any Guarantor in respect of 174 074658.21069/130240014v.3 its obligations and liabilities under its Guaranty), any and all proceeds of Collateral, any amounts paid by or on behalf of any Loan Party (or any Subsidiary of any Loan Party) on account of any of Cash Management Liabilities or Hedge Liabilities, any and all amount obtained by any Secured Party in respect of the Obligations by exercise of any rights of setoff or recoupment, any and all adequate protection payments payable to any Secured Party, and any and all distributions to any Secured Party under a plan of reorganization) (all of the foregoing, the “Obligations Receipts”) shall be, if received by any Secured Party other than DB1/ 133198220.1133198220.6 147 Agent, turned over to promptly by such Secured Party to Agent in the form received (together with any applicable endorsement), and upon receipt by Agent, may be, at Agent’s discretion, applied or paid over as follows: FIRST, to the payment until paid in full of (x) all out-of-pocket costs and expenses (including without limitation all legal expenses and reasonable attorneys’ fees) of Agent to the extent payable and/or reimbursable by Loan Parties under the provisions of Section 16.9 hereof and/or any other applicable provisions hereof or of any Other Document, including all such costs and expenses incurred by Agent in connection with enforcing the rights and remedies of Agent and/or any other Secured Parties under this Agreement and the Other Documents, and (y) all indemnification obligations owing to Agent to the extent payable by Loan Parties under the provisions of Section 16.5 hereof and/or any other applicable provisions hereof or of any Other Document, and (z) all interest and principal with respect to any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment until paid in full of any fees owing and payable to Agent hereunder and/or under any Other Document; THIRD, ratably, to the payment until paid in full of (x) all out-of-pocket costs and expenses (including without limitation all legal expenses and reasonable attorneys’ fees) of each of the Cash Collateral Providers Lenders to the extent payable and/or reimbursable by Loan Parties under the provisions of Section 16.9 hereof and/or any other applicable provisions hereof or of any Other Document, and (y) all indemnification obligations owing to each of the Cash Collateral Providers Lenders to the extent payable by Loan Parties under the provisions of Section 16.5 hereof and/or any other applicable provisions hereof or of any Other Document; FOURTH, to the payment of all of the Obligations consisting of accrued and unpaid interest on account of the Swing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment until paid in full of all Obligations arising under this Agreement and the Other Documents consisting of accrued and unpaid interest (excluding all interest paid pursuant to clauses FIRST and FOURTH above) and accrued and unpaid fees and premiums (including but not limited to all Cash Collateral Commitment Letter of Credit Fees and Prepayment Premiumsall Facility Fees); FIFTHSEVENTH, to the payment until paid in full of the outstanding principal amount of the Delayed Draw Term Loans arising under this Agreement; SIXTH, to the payment until paid in full of any outstanding Cash Collateral Reimbursement Obligations and replacement of any Cash Collateral required to be maintained with Issuer; SEVENTH, to the payment until paid in full of all other Obligations arising under this Agreement and the Other Documents which shall have become due (including Cash Management Liabilities and payable and not repaid pursuant to clauses “FIRST” through “SIXTH” above; and EIGHTHHedge Liabilities), to including the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, and subject in all cases to the other provisions of this Section 11.5 and also to any separate written agreements among any applicable Cash Collateral Providers, (i) amounts received shall be applied in the numerical order provided until exhausted and eachor cash collateralization 175 074658.21069/130240014v.3