Common use of Post Default Allocation of Payments Clause in Contracts

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding Bank Product Debt); (e) fifth, to all Obligations constituting interest then owing on Tranche A Revolver Loans (excluding Bank Product Debt); (f) sixth, to provide Cash Collateral for outstanding Letters of Credit; (g) seventh, to all other Obligations owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding Bank Product Debt); (h) eighth, to all Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (i) ninth, to all Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenth, to all other Obligations owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties for which Agent has received written notice as provided under the definition of “Bank Product”; and (l) twelfth, to Bank Product Debt owing to the Secured Parties for which Agent has not received written notice as provided under the definition of “Bank Product”. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt or LC Obligations shall be the lesser of the applicable LC Obligations or Bank Product Amount last reported to Agent or the actual LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 5.5.2 are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section 5.5.2 is not for the benefit of or enforceable by any Obligor.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance continuation of an Event of Default, the Required Lenders may elect that monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall shall, to the extent elected by the Required Lenders (in writing to the Administrative Agent), be allocated as follows:follows (subject, in all respects, to the Carve-Out and the other terms of the DIP Order): (ai) firstFirst, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including fees owing and expenses of Administrative Agent’s advisors payable under the Loan Documents) payable to the Tranche A Lenders Agents pursuant to any Loan Document in their capacity as Tranche A Lenders (excluding Bank Product Debt)such, until Full Payment; (eii) fifthSecond, to all payment of that portion of the Obligations constituting interest then owing on Tranche A Revolver Loans fees, indemnities and other amounts (excluding Bank Product Debtother than principal and interest) payable to the Lenders pursuant to any Loan Document (including fees and expenses of the Specified Lender Advisors payable hereunder), ratably among them in proportion to the amounts described in this clause (ii) payable to them, until Full Payment; (fiii) sixthThird, to provide Cash Collateral for outstanding Letters pay interest and principal due in respect of Creditall Loans, until Full Payment; (giv) seventhFourth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Agents and the other Secured Parties (other than any Defaulting Lenders) in cash on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Tranche A Lenders in their capacity as Tranche A Lenders Agents and the other Secured Parties (excluding Bank Product Debt)other than any Defaulting Lenders) on such date, until Full Payment; (hv) eighthFifth, ratably to all pay any Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt)Defaulting Lenders, until Full Payment; (ivi) ninthSixth, subject to applicable law, including the U.S. Bankruptcy Code, and to any Bankruptcy Court approvals, if required, to all the Pre-Petition Agents for the payment of the Pre-Petition Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenth, to all other Obligations owing to in accordance with the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties for which Agent has received written notice as provided under the definition of “Bank Product”Pre-Petition Loan Documents; and (lvii) twelfthLast, the balance, if any, after Full Payment of the Obligations, to Bank Product Debt owing to the Secured Parties for which Agent has not received written notice Borrowers or as provided under otherwise required by any applicable law or the definition of “Bank Product”DIP Order. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. The allocations set forth in this Section 2.18(g) may be changed by agreement among the Administrative Agent and the Lenders without the consent of any Loan Party and are subject to Section 2.21 (regarding Defaulting Lenders). If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed Appropriate adjustments shall be made with respect to any Bank Product Debt or LC payments from other Loan Parties to preserve the allocation to Obligations shall be the lesser of the applicable LC Obligations or Bank Product Amount last reported to Agent or the actual LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations otherwise set forth above in this Section 5.5.2 are solely to determine 2.18(g). For the rights and priorities avoidance of Agent and Lenders as among themselvesdoubt, and may be changed by agreement among them without nothing contained in this Agreement shall relieve or waive payment of the consent of any Obligor. This Section 5.5.2 is not for Pre-Petition Obligations in accordance with the benefit of or enforceable by any ObligorPre-Petition Loan Documents.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrarycontrary (but subject to the Intercreditor Agreement), after the occurrence and during the continuance of an Event of Default, monies to be applied all funds transferred to the ObligationsConcentration Accounts and for which the applicable Borrower has received credits, together with all monies received by the Administrative Agent, the Canadian Agent or any Lender, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, the Montrovest LC, setoff or otherwise, shall be allocated as follows: (a) first, pro rata to all costs and expenses, expenses (including Extraordinary Expenses, ) owing to Agentthe Agents and the Co-Collateral Agents; (b) second, to all amounts owing to Agent the Agents on Swingline Loans or Loans, US Revolver Overadvances, Canadian Revolver Overadvances and Protective Advances; (c) third, to all amounts Obligations constituting fees owing to Issuing the Lenders (excluding amounts relating to Bank on LC ObligationsProducts); (d) fourth, to all Obligations constituting fees owing to the Tranche A Lenders in their capacity as Tranche A Lenders interest on Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (e) fifth, pro rata to all Obligations constituting interest then owing on Tranche A principal of Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (f) sixth, to all amounts owing to the Issuing Banks on US LC Obligations and Canadian LC Obligations and to provide Cash Collateral for outstanding Letters of Credit; (gf) seventhsixth, to all other Obligations owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding other than Bank Product Debt); (g) seventh, to Bank Product Debt constituting Obligations for which a Bank Product Reserve has been established; and (h) eighth, to all Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (i) ninth, to all Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenth, to all other Obligations owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties constituting Obligations for which Agent has received written notice as provided under the definition of “Bank Product”; and (l) twelfth, to a Bank Product Debt owing to the Secured Parties for which Agent Reserve has not received written notice as provided under the definition of “Bank Product”been established. Amounts shall be applied to each category of Obligations set forth above until Full Payment the payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt Debt, US LC Obligations or Canadian LC Obligations shall be the lesser of the applicable US LC Obligations, Canadian LC Obligations or Bank Product Amount last reported to Agent the Agents or the actual US LC Obligations, Canadian LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent the Agents for determining the amount due. Agent The Agents shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent the Agents may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 5.5.2 5.5.3 are solely to determine the rights and priorities of Agent the Agents and the Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section 5.5.2 5.5.3 is not for the benefit of or enforceable by any ObligorLoan Party.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance continuation of an Event of Default, the Required DIP Lenders may elect that monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall shall, to the extent elected by the Required DIP Lenders (in writing to the DIP Agent), be allocated as follows:follows (subject, in all respects, to the Carve Out and the other terms of the DIP Order): (ai) firstFirst, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs and fees owing and expenses of DIP Agent Counsel payable under the Loan Documents) payable to the Tranche A Lenders DIP Agent pursuant to any Loan Document in their capacity as Tranche A Lenders (excluding Bank Product Debt)such, until paid in full; (eii) fifthSecond, to all payment of that portion of the Obligations constituting interest then owing on Tranche A Revolver Loans fees, indemnities and other amounts (excluding Bank Product Debtother than principal and interest) payable to the Lenders pursuant to any Loan Document (including Attorney Costs and fees and expenses of the Lender Advisors payable hereunder), ratably among them in proportion to the amounts described in this clause (ii) payable to them, until paid in full; (fiii) sixthThird, to provide Cash Collateral for outstanding Letters pay interest and principal due in respect of Creditall Loans, until paid in full; (giv) seventhFourth, to the payment of all other Obligations of the Loan Parties that are due and payable to the DIP Agent, the DIP Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Tranche A Lenders DIP Agent and the other Secured Parties on such date, until paid in their capacity as Tranche A Lenders (excluding Bank Product Debt)full; (hv) eighthFifth, to all pay any other Obligations constituting fees owing to the Tranche A-1 Lenders until paid in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt)full; (ivi) ninthSixth, to all the Pre-Petition Administrative Agent for the payment of the Pre-Petition Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenth, to all other Obligations owing to in accordance with the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties for which Agent has received written notice as provided under the definition of “Bank Product”Pre-Petition Credit Agreement; and (lvii) twelfthLast, the balance, if any, after payment in full of the Obligations, to Bank Product Debt owing to the Secured Parties for which Agent has not received written notice Borrower or as provided under the definition of “Bank Product”otherwise required by any Laws. Amounts shall be applied to each category of Obligations set forth above until Full Payment paid in full thereof and then to the next category. The allocations set forth in this Section 2.10(f) may be changed by agreement among the DIP Agent and the Lenders without the consent of any Loan Party. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed Appropriate adjustments shall be made with respect to any Bank Product Debt or LC payments from other Loan Parties to preserve the allocation to Obligations shall be the lesser of the applicable LC Obligations or Bank Product Amount last reported to Agent or the actual LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations otherwise set forth above in this Section 5.5.2 are solely 2.10(f). For the avoidance of doubt, subject to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent terms of any Obligor. This Section 5.5.2 is not for applicable intercreditor agreement, nothing contained in this Agreement shall relieve or waive payment of the benefit of or enforceable by any ObligorPre-Petition Obligations in accordance with the Pre-Petition Credit Agreement.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrarycontrary (but subject to the Intercreditor Agreement), after the occurrence and during the continuance of an Event of Default, monies to be applied all funds transferred to the ObligationsConcentration Accounts and for which the applicable Borrower has received credits, together with all monies received by the Administrative Agent, the Canadian Agent or any Lender, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) first, pro rata to all costs and expenses, expenses (including Extraordinary Expenses, ) owing to Agentthe Agents and the Co-Collateral Agents; (b) second, to all amounts owing to Agent the Agents on Swingline Loans or Loans, US Revolver Overadvances, Canadian Revolver Overadvances and Protective Advances; (c) third, to all amounts Obligations constituting fees owing to Issuing the Lenders (excluding amounts relating to Bank on LC ObligationsProducts); (d) fourth, to all Obligations constituting fees owing to the Tranche A Lenders in their capacity as Tranche A Lenders interest on Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (e) fifth, pro rata to all Obligations constituting interest then owing on Tranche A principal of Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (f) sixth, to all amounts owing to the Issuing Banks on US LC Obligations and Canadian LC Obligations and to provide Cash Collateral for outstanding Letters of Credit; (gf) seventhsixth, to all other Obligations owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding other than Bank Product Debt); (g) seventh, to Bank Product Debt constituting Obligations for which a Bank Product Reserve has been established; and (h) eighth, to all Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (i) ninth, to all Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenth, to all other Obligations owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties constituting Obligations for which Agent has received written notice as provided under the definition of “Bank Product”; and (l) twelfth, to a Bank Product Debt owing to the Secured Parties for which Agent Reserve has not received written notice as provided under the definition of “Bank Product”been established. Amounts shall be applied to each category of Obligations set forth above until Full Payment the payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt Debt, US LC Obligations or Canadian LC Obligations shall be the lesser of the applicable US LC Obligations, Canadian LC Obligations or Bank Product Amount last reported to Agent the Agents or the actual US LC Obligations, Canadian LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent the Agents for determining the amount due. Agent The Agents shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent the Agents may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 5.5.2 5.5.3 are solely to determine the rights and priorities of Agent the Agents and the Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section 5.5.2 5.5.3 is not for the benefit of or enforceable by any ObligorLoan Party.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding amounts relating to Bank Product DebtProducts); (e) fifth, to all Obligations constituting interest then owing on Tranche A Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (f) sixth, to provide Cash Collateral for outstanding Letters of Credit; (g) seventh, to all other Obligations owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding Lenders, other than Bank Product Debt); (h) eighth, to all Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding amounts relating to Bank Product DebtProducts); (i) ninth, to all Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (j) tenth, to all other Obligations owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Lenders, other than Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties Lenders and their Affiliates for which Agent has received written notice as provided under the definition of “Bank Product”; and (l) twelfth, to Bank Product Debt owing to the Secured Parties Lenders and their Affiliates for which Agent has not received written notice as provided under the definition of “Bank Product”. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt or LC Obligations shall be the lesser of the applicable LC Obligations or Bank Product Amount last reported to Agent or the actual LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 5.5.2 are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section 5.5.2 is not for the benefit of or enforceable by any Obligor.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance continuation of an Event of Default, the Requisite Lenders may elect that monies to be applied to the Obligations, whether arising from payments by Obligorsthe Credit Parties, realization on Collateral, setoff or otherwise, shall shall, to the extent elected by the Requisite Lenders (in writing to the Administrative Agent), be allocated as follows:follows (subject, in all respects, to the Carve-Out and the other terms of the DIP Order): (ai) firstFirst, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all payment of that portion of the Obligations constituting fees owing fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs) payable to the Tranche A Lenders Agents pursuant to any Credit Document in their capacity as Tranche A such, until Paid in Full;‌ (ii) Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders pursuant to any Credit Document (excluding Bank Product Debtincluding Attorney Costs and fees and expenses of the Lender Advisors payable hereunder), ratably among them in proportion to the amounts described in this clause (ii) payable to them, until Paid in Full; (eiii) fifthThird, to pay interest and principal due in respect of all Obligations constituting interest then owing on Tranche A Revolver Loans (excluding Bank Product Debt)Loans, until Paid in Full; (fiv) sixthFourth, to provide Cash Collateral for outstanding Letters the payment of Credit; (g) seventh, to all other Obligations of the Credit Parties that are due and payable to the Agents and the other Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Tranche A Lenders Agents and the other Secured Parties (other than any Defaulting Lenders) on such date, until Paid in their capacity as Tranche A Lenders (excluding Bank Product Debt)Full; (hv) eighthFifth, ratably to pay any Obligations that are that are due and payable to Defaulting Lenders, until Paid in Full;‌ (vi) Sixth, to all pay any other Obligations constituting fees owing to the Tranche A-1 Lenders until Paid in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt)Full; (ivii) ninthSeventh, to all the Pre-Petition Agents for the payment of the Pre- Petition Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenth, to all other Obligations owing to in accordance with the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties for which Agent has received written notice as provided under the definition of “Bank Product”Pre-Petition Credit Agreement; and (lviii) twelfthLast, the balance, if any, after Payment in Full of the Obligations, to Bank Product Debt owing to the Secured Parties for which Agent has not received written notice Company or as provided under the definition of “Bank Product”otherwise required by any Laws. Amounts shall be applied to each category of Obligations set forth above until Payment in Full Payment thereof and then to the next category. The allocations set forth in this Section 2.12(b) may be changed by agreement among the Administrative Agent and the Lenders without the consent of any Credit Party and are subject to Section 2.19 (regarding Defaulting Lenders). If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed Appropriate adjustments shall be made with respect to any Bank Product Debt or LC payments from other Credit Parties to preserve the allocation to Obligations shall be the lesser of the applicable LC Obligations or Bank Product Amount last reported to Agent or the actual LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations otherwise set forth above in this Section 5.5.2 are solely 2.12(b). For the avoidance of doubt, subject to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent terms of any Obligor. This Section 5.5.2 is not for applicable intercreditor agreement, nothing contained in this Agreement shall relieve or waive payment of the benefit of or enforceable by any ObligorPre-Petition Obligations in accordance with the Pre-Petition Credit Agreement.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance continuation of an Event of Default, the Required Lenders may elect that monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwiseotherwise (including the interest (if any) which has accrued on the amount on deposit in the Loan Proceeds Account), shall shall, to the extent elected by the Required Lenders (in writing to the Administrative Agent), be allocated as follows:follows (subject, in all respects, to the Carve-Out and the other terms of the DIP Order): (ai) firstFirst, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including costs, fees owing and expenses of Administrative Agent’s counsel payable under the Loan Documents) payable to the Tranche A Lenders Administrative Agent and the Escrow Agent pursuant to any Loan Document in their capacity as Tranche A Lenders (excluding Bank Product Debt)such, until paid in full; (eii) fifthSecond, to all payment of that portion of the Obligations constituting interest then owing on Tranche A Revolver Loans fees, indemnities and other amounts (excluding Bank Product Debtother than principal and interest) payable to the Lenders pursuant to any Loan Document (including costs, fees and expenses of the Lender Advisors payable hereunder), ratably among them in proportion to the amounts described in this clause (ii) payable to them, until paid in full; (fiii) sixthThird, to provide Cash Collateral for outstanding Letters pay interest and principal due in respect of Creditall Loans, until paid in full; (giv) seventhFourth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent or the Escrow Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Tranche A Lenders Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, until paid in their capacity as Tranche A Lenders (excluding Bank Product Debt)full; (hv) eighthFifth, ratably to all pay any Obligations constituting fees owing that are that are due and payable to the Tranche A-1 Lenders Defaulting Lenders, until paid in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt)full; (ivi) ninthSixth, to all pay any other Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt)until paid in full; (jvii) tenthSeventh, to all other the Prepetition Administrative Agents for the payment of the Prepetition Obligations owing to in accordance with the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties for which Agent has received written notice as provided under the definition of “Bank Product”Prepetition Credit Agreements; and (lviii) twelfthLast, the balance, if any, after Payment in full of the Obligations, to Bank Product Debt owing to the Secured Parties for which Agent has not received written notice Borrower or as provided under the definition of “Bank Product”otherwise required by any Laws. Amounts shall be applied to each category of Obligations set forth above until Full Payment in full thereof and then to the next category. The allocations set forth in this Section 2.17(g) may be changed by agreement among the Administrative Agent, the Escrow Agent and the Lenders without the consent of any Loan Party and are subject to Section 2.20 (regarding Defaulting Lenders). If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed Appropriate adjustments shall be made with respect to any Bank Product Debt or LC payments from other Loan Parties to preserve the allocation to Obligations shall be the lesser of the applicable LC Obligations or Bank Product Amount last reported to Agent or the actual LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations otherwise set forth above in this Section 5.5.2 are solely 2.12(g). For the avoidance of doubt, subject to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent terms of any Obligor. This Section 5.5.2 is not for applicable intercreditor agreement, nothing contained in this Agreement shall relieve or waive payment of the benefit of or enforceable by any ObligorPrepetition Obligations in accordance with the Prepetition Credit Agreements.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrarycontrary (but subject to the Intercreditor Agreement), after the occurrence and during the continuance of an Event of Default, monies to be applied all funds transferred to the ObligationsConcentration Accounts and for which the applicable Borrower has received credits, together with all monies received by the Administrative Agent, the Canadian Agent or any Lender, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, the Montrovest LC, setoff or otherwise, shall be allocated as follows: (a) first, pro rata to all costs and expenses, expenses (including Extraordinary Expenses, ) owing to Agentthe Agents and the Co-Collateral Agents; (b) second, to all amounts owing to Agent the Agents on Swingline Loans or Loans, US Revolver Overadvances, Canadian Revolver Overadvances and Protective Advances; (c) third, to all amounts Obligations constituting fees owing to Issuing the Lenders (excluding amounts relating to Bank on LC ObligationsProducts); (d) fourth, to all Obligations constituting fees owing to the Tranche A Lenders in their capacity as Tranche A Lenders interest on Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (e) fifth, pro rata to all Obligations constituting interest then owing on Tranche A principal of Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (f) sixth, to all amounts owing to the Issuing Banks on US LC Obligations and Canadian LC Obligations and to provide Cash Collateral for outstanding Letters of Credit; (gf) seventhsixth, to all other Obligations owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding other than Bank Product Debt); (hg) eighth, to all Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (i) ninth, to all Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenth, to all other Obligations owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventhseventh, to Bank Product Debt owing to the Secured Parties constituting Obligations for which Agent a Bank Product Reserve has received written notice as provided under the definition of “Bank Product”been established; and (lh) twelftheighth, subject to the Intercreditor Agreement, to Bank Product Debt owing to the Secured Parties constituting Obligations for which Agent a Bank Product Reserve has not received written notice as provided under the definition of “Bank Product”been established. Amounts shall be applied to each category of Obligations set forth above until Full Payment the payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt Debt, US LC Obligations or Canadian LC Obligations shall be the lesser of the applicable US LC Obligations, Canadian LC Obligations or Bank Product Amount last reported to Agent the Agents or the actual US LC Obligations, Canadian LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent the Agents for determining the amount due. Agent The Agents shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent the Agents may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 5.5.2 5.5.3 are solely to determine the rights and priorities of Agent the Agents and the Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section 5.5.2 5.5.3 is not for the benefit of or enforceable by any ObligorLoan Party.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans or Protective Advances; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (d) fourth, to all Obligations constituting fees owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding amounts relating to Bank Product DebtProducts); (e) fifth, to all Obligations constituting interest then owing on Tranche A Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (f) sixth, to provide Cash Collateral for outstanding Letters of Credit; (g) seventh, to all other Obligations owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding Lenders, other than Bank Product Debt); (h) eighth, to all Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding amounts relating to Bank Product DebtProducts); (i) ninth, to all Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding amounts relating to Bank Product DebtProducts); (j) tenth, to all other Obligations owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Lenders, other than Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties Lenders and their Affiliates for which Agent a Bank Product Reserve has received written notice as provided under the definition of “Bank Product”been established; and (l) twelfth, to Bank Product Debt owing to the Secured Parties Lenders and their Affiliates for which Agent a Bank Product Reserve has not received written notice as provided under the definition of “Bank Product”been established. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt or LC Obligations shall be the lesser of the applicable LC Obligations or Bank Product Amount last reported to Agent or the actual LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 5.5.2 are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section 5.5.2 is not for the benefit of or enforceable by any Obligor.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans, or on Agent Advances or other Loans or Protective Advancesfor which Agent has not been reimbursed by a Lender; (c) third, to all amounts owing to Issuing Bank on LC ObligationsLetter of Credit Issuer; (d) fourth, to all Obligations constituting fees fees, expense reimbursements or indemnification owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding other than Secured Bank Product DebtObligations); (e) fifth, to all Obligations constituting interest then owing on Tranche A Revolver Loans (excluding other than Secured Bank Product DebtObligations); (f) sixth, to provide Cash Collateral for outstanding Letters Collateralization of CreditLetter of Credit Obligations; (g) seventh, to all other Obligations owing Loans and Noticed Xxxxxx (including Cash Collateralization thereof) up to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding Bank Product Debt)amount of Reserves existing therefor; (h) eighth, to all Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding other Secured Bank Product DebtObligations (other than Noticed Xxxxxx that have been reserved under clause (g) above);; and (i) ninth, to all Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenthlast, to all other Obligations owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties for which Agent has received written notice as provided under the definition of “Bank Product”; and (l) twelfth, to Bank Product Debt owing to the Secured Parties for which Agent has not received written notice as provided under the definition of “Bank Product”Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Secured Bank Product Debt or LC Obligations shall be the lesser of the applicable LC Obligations or maximum Secured Bank Product Amount Obligations last reported to Agent or the actual LC Obligations or Bank Product Debt as calculated by the methodology reported to Agent for determining the amount dueAgent. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product DebtObligations, but and may rely upon written notice of the amount (setting forth request a reasonably detailed calculation) calculation of such amount from the applicable Secured Party. In the absence of If a Secured Party fails to deliver such noticecalculation within five days following request by Agent, Agent may assume the amount to be distributed is the maximum Secured Bank Product Amount Obligations last reported to itAgent. The allocations set forth in this Section 5.5.2 are solely to determine the rights and priorities of Agent and Lenders Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section 5.5.2 is not for the benefit of or enforceable by any ObligorBorrower.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligorsor on behalf of any Obligor, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) with respect to monies, payments, Property or Collateral of or from any U.S. Domiciled Obligor: (i) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent; (bii) second, to all Extraordinary Expenses owing to any U.S. Lender; (iii) third, to all amounts owing to Agent on U.S. Swingline Loans or Protective AdvancesLoans; (civ) fourth, to all amounts owing to U.S. Issuing Bank on account of U.S. LC Obligations; (v) fifth, to all Obligations constituting fees (other than Secured Bank Product Obligations) owing by any U.S. Domiciled Obligor (exclusive of any such amounts owing by the Canadian Domiciled Obligors which are guaranteed by the U.S. Domiciled Obligors); (vi) sixth, to all U.S. Facility Obligations constituting interest (other than Secured Bank Product Obligations) owing by any U.S. Domiciled Obligor (exclusive of any such amounts owing by the Canadian Domiciled Obligors which are guaranteed by the U.S. Domiciled Obligors); (vii) seventh, to Cash Collateralize the U.S. LC Obligations; (viii) eighth, to all U.S. Revolver Loans and Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the amount of reserves existing therefor of any U.S. Domiciled Obligor; (ix) ninth, to all other U.S. Facility Obligations (exclusive of any such amounts owing by the Canadian Domiciled Obligors which are guaranteed by the U.S. Domiciled Obligors); and (x) tenth, ratably to be applied in accordance with clause (b) below, to the extent there are insufficient funds for the Full Payment of all Obligations owing by any Canadian Domiciled Obligor. (b) with respect to monies, payments, Property or Collateral of or from any Canadian Domiciled Obligor, together with any allocations pursuant to subclause (x) of clause (a) above: (i) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent owing by any Canadian Domiciled Obligor; (ii) second, to all Extraordinary Expenses owing to any Canadian Lender; (iii) third, to all amounts owing to Agent (acting through its Canada branch) on Canadian Swingline Loans; (iv) fourth, to all amounts owing to the Canadian Issuing Bank on account of Canadian LC Obligations; (d) fourth, to all Obligations constituting fees owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding Bank Product Debt); (ev) fifth, to all Canadian Facility Obligations constituting interest then owing on Tranche A Revolver Loans fees (excluding other than Secured Bank Product Debt)Obligations) owing by any Canadian Domiciled Obligor; (fvi) sixth, to provide Cash Collateral for outstanding Letters of Creditall Canadian Facility Obligations constituting interest (other than Secured Bank Product Obligations) owing by any Canadian Domiciled Obligor; (gvii) seventh, to all other Obligations owing to Cash Collateralize the Tranche A Lenders in their capacity as Tranche A Lenders (excluding Bank Product Debt)Canadian LC Obligations; (hviii) eighth, to all Canadian Revolver Loans and Secured Bank Product Obligations constituting fees owing arising under Hedge Agreements (including Cash Collateralization thereof) up to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt);amount of reserves existing therefor of any Canadian Domiciled Obligor; and (iix) ninth, to all Obligations constituting interest then owing on Tranche A-1 Revolver Loans (excluding Bank Product Debt); (j) tenth, to all other Obligations owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding Bank Product Debt); (k) eleventh, to Bank Product Debt owing to the Secured Parties for which Agent has received written notice as provided under the definition of “Bank Product”; and (l) twelfth, to Bank Product Debt owing to the Secured Parties for which Agent has not received written notice as provided under the definition of “Bank Product”Canadian Facility Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Secured Bank Product Debt or LC Obligations shall be the lesser of the applicable LC Obligations or maximum Secured Bank Product Amount Obligations last reported to Agent or the actual LC Obligations or Secured Bank Product Debt Obligations as calculated by the methodology reported to Agent for determining the amount due. Monies and proceeds obtained from an Obligor shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product DebtObligations, but and may rely upon written notice of the amount (setting forth request a reasonably detailed calculation) calculation of such amount from the applicable Secured Party. In the absence of If a Secured Party fails to deliver such noticecalculation within five days following request by Agent, Agent may assume the amount to be distributed is the Bank Product Amount last reported to itzero. The allocations set forth in this Section 5.5.2 are solely to determine the rights and priorities of Agent and Lenders Secured Parties as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section 5.5.2 is not for the benefit of or enforceable by any ObligorBorrower.