Common use of Allocation of Proceeds; Sharing of Setoffs Clause in Contracts

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral received by the Agent after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated hereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agent from any Borrower (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations), second, ratably, to pay any expense reimbursements then due to the Issuing Bank or Lenders from the Borrowers (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations), third, to pay Commitments Fees, interest due and payable in respect of the Loans and LC Fees, ratably, fourth, to pay principal on the Loans and unpaid LC Disbursements and any amounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal to the outstanding face amount thereof (it being understood that, if any Letter of Credit shall expire undrawn, any cash collateral held for the undrawn portion of such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence), ratably, fifth, to the payment of any other Secured Obligation due to the Agent or any Lender, and sixth, to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging Obligations or Secured Cash Management Obligations unless the holder thereof or the U.S. Borrower has provided notice to the Agent thereof prior to the date of the applicable payment pursuant to this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations of such Loan Party.

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral received by the Agent after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated hereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agent from any Borrower (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations), second, ratably, to pay any expense reimbursements then due to the Issuing Bank, LC Facility Issuing Bank or Lenders from the Borrowers (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations)) to the extent such obligations are secured by such Collateral, third, to pay Commitments Fees, interest due and payable in respect of the Loans and Revolving LC FeesFees and LC Facility LC Fees to the extent such obligations are secured by such Collateral, ratably, fourth, to pay prepay principal on the Loans and unpaid LC Disbursements and any amounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal each case to the outstanding face amount thereof (it being understood that, if any Letter of Credit shall expire undrawn, any cash collateral held for the undrawn portion of extent such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence)obligations are secured by such Collateral, ratably, fifth, to the payment of any other Secured Obligation due to the Agent or any LenderLender that are secured by such Collateral, and sixth, to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging Obligations or Secured Cash Management Obligations unless the holder thereof or the U.S. Borrower has provided notice to the Agent thereof prior to the date of the applicable payment pursuant to this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations of such Loan Party).

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral received by the Agent after an Event of Default has occurred and is continuing and all or any portion of the Term Loans shall have been accelerated hereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agent from any Borrower (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations)the Borrower, second, ratably, to pay any expense reimbursements then due to the Issuing Bank Lenders or Lenders the other Secured Parties from the Borrowers (Borrower or the other than Loan Parties, third, to pay interest due and payable in connection with respect of the Term Loans or in respect of any Secured Hedging Obligations or Secured Cash Management Obligations), third, to pay Commitments Fees, interest due and payable in respect of the Loans and LC Fees, ratably, fourth, to pay principal on the Term Loans and unpaid LC Disbursements and any amounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal to the outstanding face amount thereof (it being understood that, if any Letter of Credit shall expire undrawn, any cash collateral held for the undrawn portion of such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence), ratably, fifth, to the payment of any other Secured Obligation due to the Agent or any Lender, and sixth, to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging Obligations or Secured Cash Management Obligations unless the holder thereof or the U.S. Borrower has provided notice to the Agent thereof prior to the date of the applicable payment pursuant to this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations of such Loan Party.

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral received by the Agent after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated hereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agent from any Borrower (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations), second, ratably, to pay any expense reimbursements then due to the Issuing Bank or Lenders from the Borrowers (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations), third, to pay Commitments Fees, interest due and payable in respect of the Loans and LC Fees, ratably, fourth, to pay principal on the Loans and unpaid LC Disbursements and any amounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal to the outstanding face available amount thereof (it being understood that, if any Letter of Credit shall expire undrawn, any cash collateral held for the undrawn portion of such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence), ratably, fifth, to the payment of any other Secured Obligation due to the Agent or any Lender, and sixth, to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging Obligations or Secured Cash Management Obligations unless the holder thereof or the U.S. Borrower has provided notice to the Agent thereof prior to the date of the applicable payment pursuant to this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations of such Loan Party.

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral received by the Agent after an Event of Default has Defaulthas occurred and is continuing and all or any portion of the Term Loans shall have been accelerated hereunder acceleratedhereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders RequiredLenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the tothe Agent from any Borrower (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations)the Borrower, second, ratably, to pay any expense reimbursements then due to theLenders or the Issuing Bank or Lenders other Secured Parties from the Borrowers (Borrower or the other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations)Loan Parties, third, to pay Commitments Fees, interest due interestdue and payable in respect of the Term Loans and LC Feesor in respect of any Secured Hedging Obligations orSecured Cash Management Obligations, ratably, fourth, to pay principal on the Term Loans and unpaid LC Disbursements and any amounts anyamounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal to the outstanding face amount thereof (it being understood that, if any Letter of Credit shall expire undrawn, any cash collateral held for the undrawn portion of such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence), ,ratably, fifth, to the payment of any other Secured Obligation due to the Agent or any Lender, and sixth, ,to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent theAgent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging SecuredHedging Obligations or Secured Cash Management Obligations unless the holder thereof or the U.S. Borrower theBorrower has provided notice to the Agent thereof prior to the date of the applicable payment pursuant to pursuantto this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall Partyshall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations ofsuch Loan Party.(b) If, following any Event of Default under Section 7.01(a) (but only to the extentthat prior to the waiver of such Loan Party.Event of Default an Event of Default under Section 7.01(f) (with respectto the Borrower) or an acceleration of the Term Loans pursuant to Section 7.02 occurs), Section 7.01(f)(with respect to the Borrower) or any acceleration of the Term Loans pursuant to Section 7.02, anyLender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect ofany fees, principal of or interest on any of its Term Loans resulting in such Lender receiving payment ofa greater proportion of the aggregate amount of its Term Loans and accrued interest and fees thereonthan the proportion received by any other Lender, then the Lender receiving such greater proportionshall purchase (for cash at face value) participations in the Term Loans of other Lenders at such timeoutstanding to the extent necessary so that the benefit of all such payments shall be shared by theLenders ratably in accordance with the aggregate amount of principal of and accrued interest and fees ontheir respective Term Loans; provided that (i) if any such participations are purchased and all or anyportion of the payment giving rise thereto is recovered, such participations shall be rescinded and thepurchase price restored to the extent of such recovery, without interest, and (ii) the provisions of thisclause (b) shall not be construed to apply to any payment made by the Borrower pursuant to and in-69-

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral received by the Agent after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated hereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agent from any Borrower (other than in connection with Secured Hedging Obligations Obli- gations or Secured Cash Management Obligations), second, ratably, to pay any expense reimbursements then due to the Issuing Bank or Lenders from the Borrowers Bor- rowers (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations), third, to pay Commitments Fees, interest due and payable in respect of the Loans and LC Fees, ratably, fourth, to pay principal on the Loans and unpaid LC Disbursements and any amounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal to the outstanding face amount thereof (it being understood that, if any Letter of Credit shall expire undrawnun- drawn, any cash collateral held for the undrawn portion of such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence), ratably, fifth, to the payment of any other Secured Se- cured Obligation due to the Agent or any Lender, and sixth, to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging Obligations or Secured Cash Management Manage- ment Obligations unless the holder thereof or the U.S. Borrower has provided notice no- xxxx to the Agent thereof prior to the date of the applicable payment pursuant to this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations of such Loan Party.Collateral

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral received by the Agent after an Event of Default has Defaulthas occurred and is continuing and all or any portion of the Term Loans shall have been accelerated hereunder acceleratedhereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders RequiredLenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the tothe Agent from any Borrower (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations)the Borrower, second, ratably, to pay any expense reimbursements then due to theLenders or the Issuing Bank or Lenders other Secured Parties from the Borrowers (Borrower or the other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations)Loan Parties, third, to pay Commitments Fees, interest due interestdue and payable in respect of the Term Loans and LC Feesor in respect of any Secured Hedging Obligations orSecured Cash Management Obligations, ratably, fourth, to pay principal on the Term Loans and unpaid LC Disbursements and any amounts anyamounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal to the outstanding face amount thereof (it being understood that, if any Letter of Credit shall expire undrawn, any cash collateral held for the undrawn portion of such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence), ,ratably, fifth, to the payment of any other Secured Obligation due to the Agent or any Lender, and sixth, ,to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent theAgent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging SecuredHedging Obligations or Secured Cash Management Obligations unless the holder thereof or the U.S. Borrower theBorrower has provided notice to the Agent thereof prior to the date of the applicable payment pursuant to pursuantto this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall Partyshall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations ofsuch Loan Party.(b) If, following any Event of Default under Section 7.01(a) (but only to the extentthat prior to the waiver of such Loan Party.Event of Default an Event of Default under Section 7.01(f) (with respectto the Borrower) or an acceleration of the Term Loans pursuant to Section 7.02 occurs), Section 7.01(f)(with respect to the Borrower) or any acceleration of the Term Loans pursuant to Section 7.02, anyLender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect ofany fees, principal of or interest on any of its Term Loans resulting in such Lender receiving payment ofa greater proportion of the aggregate amount of its Term Loans and accrued interest and fees thereonthan the proportion received by any other Lender, then the Lender receiving such greater proportionshall purchase (for cash at face value) participations in the Term Loans of other Lenders at such timeoutstanding to the extent necessary so that the benefit of all such payments shall be shared by theLenders ratably in accordance with the aggregate amount of principal of and accrued interest and fees ontheir respective Term Loans; provided that (i) if any such participations are purchased and all or anyportion of the payment giving rise thereto is recovered, such participations shall be rescinded and thepurchase price restored to the extent of such recovery, without interest, and (ii) the provisions of thisclause (b) shall not be construed to apply to any payment made by the Borrower pursuant to and inaccordance with the express terms of this Agreement (including, without limitation, Section 2.08(d)) orany payment obtained by a Lender as consideration for the assignment of or sale of a participation in anyof its Term Loans to any assignee or participant). The Borrower consents to the foregoing and agrees, tothe extent it may effectively do so under applicable law, that any Lender acquiring a participationpursuant to the foregoing arrangements may exercise against the Borrower rights of setoff, consolidationand counterclaim with respect to such participation as fully as if such Lender were a direct creditor of theBorrower in the amount of such participation.(c) If any Lender shall fail to make any payment required to be made by it pursuantto this Agreement, then the Agent may, in its discretion (notwithstanding any contrary provision hereof),-70-

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral received by the Agent after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated hereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders be applied, first, to, ratably, pay any feesfees (other than fees due pursuant to Section 2.10(a), (b) or (c)), indemnities, or expense reimbursements then due to the Agent from any Borrower (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations), second, ratably, to pay any expense reimbursements then due to the Issuing Bank, LC Facility Issuing Bank or Lenders from the Borrowers (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations)) to the extent such obligations are secured by such Collateral, third, to pay Commitments Fees, interest due and payable in respect of the Loans and Revolving LC Fees and LC Facility LC Fees and to pay Facility Fees, Revolving LC Fees and LC Facility LC Fees, in each case to the extent such obligations are secured by such Collateral, ratably, fourth, to pay prepay principal on the Loans and unpaid LC Disbursements and any amounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal each case to the outstanding face amount thereof (it being understood that, if any Letter of Credit shall expire undrawn, any cash collateral held for the undrawn portion of extent such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence)obligations are secured by such Collateral, ratably, fifth, to the payment of any other Secured Obligation due to the Agent or any LenderLender that are secured by such Collateral, and sixth, to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging Obligations or Secured Cash Management Obligations unless the holder thereof or the U.S. Borrower has provided notice to the Agent thereof prior to the date of the applicable payment pursuant to this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations of such Loan Party.

Allocation of Proceeds; Sharing of Setoffs. (a) All proceeds of any Collateral and all payments from any Loan Party, in each case, received by the Agent after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated hereunder pursuant to Section 7.02, shall upon election by the Agent or at the direction of the Required Lenders be applied, first, to, ratably, pay any feesfees (other than fees due pursuant to Section 2.10(a), (b) or (c)), indemnities, or expense reimbursements then due to the Agent from any Borrower (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations), second, ratably, to pay anyto pay unpaid Senior Tranche LC Disbursements and all other Senior Tranche Obligations payable to the Senior Tranche Issuing Bank, third, ratably, to pay any expense reimbursements then due to the Senior Tranche Lenders from the U.S. Borrower, fourth, to pay interest due and payable in respect of the Senior Tranche Advances, ratably, fifth, to prepay principal on the Senior Tranche Advances, ratably, sixth, to the payment of any other Senior Tranche Obligation, ratably, seventh, ratably, to pay any other expense reimbursements then due to the Issuing Bank, LC Facility Issuing Bank or Lenders from the Borrowers (other than in connection with Secured Hedging Obligations or Secured Cash Management Obligations)) to the extent such obligations are secured by such Collateral, third, , eighth, to pay Commitments Fees, interest due and payable in respect of the Loans and Revolving LC Fees and LC Facility LC Fees and to pay Facility Fees, Revolving LC Fees and LC Facility LC Fees, in each case to the extent such obligations are secured by such Collateral, ratably, fourthfourthninth, to pay prepay principal on the Loans and unpaid LC Disbursements and any amounts owing with respect to Secured Hedging Obligations or Secured Cash Management Obligations, and to cash collateralize Letters of Credit in an amount equal each case to the outstanding face amount thereof (it being understood that, if any Letter of Credit shall expire undrawn, any cash collateral held for the undrawn portion of extent such Letter of Credit shall be applied to the other Secured Obligations in the order specified in clauses first through fifth of this sentence)obligations are secured by such Collateral, ratably, fifthfifthtenth, to the payment of any other Secured Obligation due to the Agent or any LenderLender that are secured by such Collateral, and sixthsixtheleventh, to the applicable Loan Party or as the U.S. Borrower shall direct. Notwithstanding the foregoing, (i) the Agent shall not be required to pay any amount pursuant to this Section 2.16(a) to any holder of Secured Hedging Obligations or Secured Cash Management Obligations unless the holder thereof or the U.S. Borrower has provided notice to the Agent thereof prior to the date of the applicable payment pursuant to this Section 2.16(a) and (ii) no amount received on the account of any Collateral of any Loan Party shall be applied to the payment of any Secured Obligations in respect of Excluded Swap Obligations of such Loan Party.