Common use of Initial Allocation Clause in Contracts

Initial Allocation. Each State, Puerto Rico, and the District of Columbia shall have the right under this State Trust Agreement, upon becoming a Beneficiary pursuant to Section IV (State Mitigation Trust Beneficiaries), to request its share of Eligible Mitigation Action funds in accordance with the weighted average allocation rates set forth in Appendix D-1B (“Initial Allocation Rates”). 5.0.1 Together with the Notice of Beneficiary Designation required to be filed pursuant to subparagraph 4.0.2, the Trustee shall also file with the Court and serve upon each Consent Decree Party, Beneficiary, and Pending Beneficiary, a corresponding recalculation of the Initial Allocation Rates to reallocate each Excluded Entity’s share among the Beneficiaries and Pending Beneficiaries of this State Mitigation Trust, in accordance with the weighted average allocation rates set forth in Appendix D-1B, but excluding the Excluded Entities, the Tribal Trust Allocation, and the Tribal Administration Cost Subaccount (“Final Allocation Rates”). If any Pending Beneficiary is deemed an Excluded Entity hereunder, its share shall be reallocated among the Beneficiaries and remaining Pending Beneficiaries, weighted in accordance with the Final Allocation Rates. The Trustee shall file with the Court and serve upon each Consent Decree Party, Beneficiary, and Pending Beneficiary a notice of reallocation in the event that the Final Allocation Rates are adjusted in accordance with this State Trust Agreement. 5.0.2 Upon being deemed a Beneficiary pursuant to subparagraph 4.0.2.1 hereof, each Beneficiary shall have the right under this State Trust Agreement to request Eligible Mitigation Action funds up to the total dollar amount allocated to it. Provided, however, that no Beneficiary may request payout of more than: (i) one-third of its allocation during the first year after the Settling Defendants make the Initial Deposit, or (ii) two-thirds of its allocation during the first two years after the Settling Defendants make the Initial Deposit.

Initial Allocation. Each State, Puerto Rico, and the District of Columbia shall have the right under this State Trust Agreement, upon becoming a Beneficiary pursuant to Section IV (State Mitigation Trust Beneficiaries), to request its share of Eligible Mitigation Action funds in accordance with the weighted average allocation rates set forth in Appendix D-1B (“Initial Allocation Rates”).in 5.0.1 Together with the Notice of Beneficiary Designation required to be filed pursuant to subparagraph 4.0.2, the Trustee shall also file with the Court and serve upon each Consent Decree Party, Beneficiary, and Pending Beneficiary, a corresponding recalculation of the Initial Allocation Rates to reallocate each Excluded Entity’s share among the Beneficiaries and Pending Beneficiaries of this State Mitigation Trust, in accordance with the weighted average allocation rates set forth in Appendix D-1B, but excluding the Excluded Entities, the Tribal Trust Allocation, and the Tribal Administration Cost Subaccount (“Final Allocation Rates”). If any Pending Beneficiary is deemed an Excluded Entity hereunder, its share shall be reallocated among the Beneficiaries and remaining Pending Beneficiaries, weighted in accordance with the Final Allocation Rates. The Trustee shall file with the Court and serve upon each Consent Decree Party, Beneficiary, and Pending Beneficiary a notice of reallocation in the event that the Final Allocation Rates are adjusted in accordance with this State Trust Agreement. 5.0.2 Upon being deemed a Beneficiary pursuant to subparagraph 4.0.2.1 hereof, each Beneficiary shall have the right under this State Trust Agreement to request Eligible Mitigation Action funds up to the total dollar amount allocated to it. Provided, however, that no Beneficiary may request payout of more than: (i) one-third of its allocation during the first year after the Settling Defendants make the Initial Deposit, or (ii) two-thirds of its allocation during the first two years after the Settling Defendants make the Initial Deposit.

Initial Allocation. Each StateLender (as defined in the Prepetition Term Loan Credit Agreement, Puerto Rico, and a “Prepetition Term Lender”) as of the District of Columbia Syndication End Date (as defined below) (including the Backstop Commitment Parties) shall have the right under this State Trust Agreementto participate (the “Opportunity”) in 50.0% of the DIP Facility and the Exit Facility, upon becoming a Beneficiary pursuant to Section IV in each case based on its Pro Rata Share (State Mitigation Trust Beneficiariesas defined below), to request its share of Eligible Mitigation Action funds in accordance with . The Opportunity will be conducted on the weighted average allocation rates terms and conditions set forth in Appendix D-1B syndication procedures and related documentation, which procedures and documentation shall be reasonably acceptable to the Debtors and the Backstop Commitment Parties (the “Initial Allocation RatesSyndication Procedures”). 5.0.1 Together with ; provided that, the Notice of Beneficiary Designation required Backstop Commitment Parties shall use commercially reasonable efforts to cause the Syndication Procedures to be filed pursuant to subparagraph 4.0.2, distributed by no later than 10:00 am New York Time on the Trustee shall also file with fifth Business Day following the Court and serve upon each Consent Decree Party, Beneficiary, and Pending Beneficiary, a corresponding recalculation of the Initial Allocation Rates to reallocate each Excluded Entity’s share among the Beneficiaries and Pending Beneficiaries of this State Mitigation Trust, in accordance with the weighted average allocation rates set forth in Appendix D-1B, but excluding the Excluded Entities, the Tribal Trust Allocation, Petition Date (or such later date as agreed by you and the Tribal Administration Cost Subaccount Majority Backstop Commitment Parties (“Final Allocation Rates”as defined below)). If any Pending Beneficiary is deemed an Excluded Entity hereunderPursuant to the Syndication Procedures, its share shall be reallocated among the Beneficiaries and remaining Pending Beneficiaries, weighted in accordance with the Final Allocation Rates. The Trustee shall file with the Court and serve upon each Consent Decree Party, Beneficiary, and Pending Beneficiary a notice of reallocation Prepetition Term Lender electing to participate in the event that the Final Allocation Rates are adjusted in accordance with this State Trust Agreement. 5.0.2 Upon being deemed a Beneficiary pursuant to subparagraph 4.0.2.1 hereofOpportunity shall, each Beneficiary shall have the right under this State Trust Agreement to request Eligible Mitigation Action funds up to the total dollar amount allocated to it. Provided, however, that no Beneficiary may request payout of more than: among other things (i) one-third provide written notification of its allocation during such election to the first year Ad Hoc Committee Advisors by no later than the date that is 10 Business Days after the Settling Defendants make Syndication Procedures are distributed to the Initial Deposit, Prepetition Term Lenders (the “Syndication End Date”) (or such later time as reasonably agreed by the Majority Backstop Commitment Parties and you) and (ii) two-thirds execute a joinder to the Restructuring Support Agreement, dated as of the date hereof (the “Restructuring Support Agreement”), by and among Ascena Topco and certain of its allocation during subsidiaries and certain Prepetition Term Lenders prior to the first two years after Syndication End Date (or such later time as reasonably agreed by the Settling Defendants make Majority Backstop Commitment Parties and you) (the “Initial DepositAllocation”); provided, that, any Backstop Commitment Party that is a Prepetition Term Lender shall (unless it elects otherwise) be deemed to have provided such notice of election to participate in the DIP Facility and the Exit Facility in respect of such holdings upon executing this Backstop Commitment Letter and the Restructuring Support Agreement. Each Prepetition Term Lender that elects to participate in the DIP Facility shall be obligated to participate in its ratable portion of the Exit Term Loans and the commitments under the Exit Facility will be “stapled to” the DIP Facility and traded in equal percentage.

Initial Allocation. Each StateLender (as defined in the Prepetition Term Loan Credit Agreement, Puerto Rico, and a “Prepetition Term Lender”) as of the District of Columbia Syndication End Date (as defined below) (including the Backstop Commitment Parties) shall have the right under this State Trust Agreementto participate (the “Opportunity”) in 50.0% of the DIP Facility and the Exit Facility, upon becoming a Beneficiary pursuant to Section IV in each case based on its Pro Rata Share (State Mitigation Trust Beneficiariesas defined below), to request its share of Eligible Mitigation Action funds in accordance with . The Opportunity will be conducted on the weighted average allocation rates terms and conditions set forth in Appendix D-1B syndication procedures and related documentation, which procedures and documentation shall be reasonably acceptable to the Debtors and the Backstop Commitment Parties (the “Initial Allocation RatesSyndication Procedures”). 5.0.1 Together with ; provided that, the Notice of Beneficiary Designation required Backstop Commitment Parties shall use commercially reasonable efforts to cause the Syndication Procedures to be filed pursuant to subparagraph 4.0.2, distributed by no later than 10:00 am New York Time on the Trustee shall also file with fifth Business Day following the Court and serve upon each Consent Decree Party, Beneficiary, and Pending Beneficiary, a corresponding recalculation of the Initial Allocation Rates to reallocate each Excluded Entity’s share among the Beneficiaries and Pending Beneficiaries of this State Mitigation Trust, in accordance with the weighted average allocation rates set forth in Appendix D-1B, but excluding the Excluded Entities, the Tribal Trust Allocation, Petition Date (or such later date as agreed by you and the Tribal Administration Cost Subaccount Majority Backstop Commitment Parties (“Final Allocation Rates”as defined below)). If any Pending Beneficiary is deemed an Excluded Entity hereunderPursuant to the Syndication Procedures, its share shall be reallocated among the Beneficiaries and remaining Pending Beneficiaries, weighted in accordance with the Final Allocation Rates. The Trustee shall file with the Court and serve upon each Consent Decree Party, Beneficiary, and Pending Beneficiary a notice of reallocation Prepetition Term Lender electing to participate in the event that the Final Allocation Rates are adjusted in accordance with this State Trust Agreement. 5.0.2 Upon being deemed a Beneficiary pursuant to subparagraph 4.0.2.1 hereofOpportunity shall, each Beneficiary shall have the right under this State Trust Agreement to request Eligible Mitigation Action funds up to the total dollar amount allocated to it. Provided, however, that no Beneficiary may request payout of more than: among other things (i) one-third provide written notification of its allocation during such election to the first year Ad Hoc Committee Advisors by no later than the date that is 10 Business Days after the Settling Defendants make Syndication Procedures are distributed to the Initial Deposit, Prepetition Term Lenders (the “Syndication End Date”) (or such later time as reasonably agreed by the Majority Backstop Commitment Parties and you) and (ii) two-thirds execute a joinder to the Restructuring Support Agreement, dated as of July 23, 2020 (the “Original Restructuring Support Agreement” and, as amended on the date hereof, the “Restructuring Support Agreement”), by and among Ascena Topco and certain of its allocation during subsidiaries and certain Prepetition Term Lenders prior to the first two years after Syndication End Date (or such later time as reasonably agreed by the Settling Defendants make Majority Backstop Commitment Parties and you) (the “Initial DepositAllocation”); provided, that, any Backstop Commitment Party that is a Prepetition Term Lender shall (unless it elects otherwise) be deemed to have provided such notice of election to participate in the DIP Facility and the Exit Facility in respect of such holdings upon executing this Backstop Commitment Letter and the Restructuring Support Agreement. Each Prepetition Term Lender that elects to participate in the DIP Facility shall be obligated to participate in its ratable portion of the Exit Term Loans and the commitments under the Exit Facility will be “stapled to” the DIP Facility and traded in equal percentage.