Common use of Post-Default Allocation Clause in Contracts

Post-Default Allocation. Subject to the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the Agent may, and upon the direction of the Agent or the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral as follows: (a) except to the extent provided in clause (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment of all other Obligations then due and payable until paid in full; and (b) with respect to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faith. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows (subject to the direction terms of the Agent or the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral as follows:Intercreditor Agreement): (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Administrative Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Administrative Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, to all amounts owing to Issuing Bank, ratably among each Issuing Bank in proportion to pay interest then due and the respective amounts described in this clause payable in respect of the Term Loan until paid in full; to it; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the ratable payment amount of reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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. Administrative Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on the direction of the Agent Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except to To the extent provided in clause such monies constitute Current Asset Collateral or proceeds of Current Asset Collateral, such monies shall be applied as follows: (b) below, (Ai) first, ratably to pay the Obligations all Extraordinary Expenses owing to Agent, Issuing Bank and Lenders, and to all other costs and expenses owing to Agent; (ii) second, to all amounts owing to Agent on Swingline Loans; (iii) third, to Issuing Bank in respect of amounts owing by Borrowers for (x) any unreimbursed drawings made under Letters of Credit and (y) fees, expense reimbursementscosts, expenses and indemnities and other amounts then due and payable owing to the Agent until paid in full; (B) second, ratably to pay the Obligations Issuing Bank in respect of any Letters of Credit; (iv) fourth, to all Obligations constituting fees (excluding any fees owing or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable related to the Lenders until paid Revolver Loans; (v) fifth, to all Obligations constituting interest in full; respect of the Revolver Loans; (Cvi) thirdsixth, ratably to pay Cash Collateralization of LC Obligations; (vii) seventh, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (viii) eighth, to all Obligations constituting fees owing or related to the FILO Loans; (ix) ninth, to all Obligations constituting interest then due and payable in respect of the FILO Loans; (x) tenth, to all FILO Loans, (xi) eleventh, to all Obligations constituting fees owing or related to the Term Loans; (xii) twelfth, to all Obligations constituting interest in respect of the Term Loan until paid Loans; (xiii) thirteenth, to the Term Loans; (xiv) fourteenth, to Secured Bank Product Obligations exceeding the amount of Reserves existing therefor; and (xv) last, to all remaining Obligations. (b) To the extent such monies constitute Other Collateral or proceeds of Other Collateral, such monies shall be applied as follows: (i) first, to all Extraordinary Expenses owing to Agent, Issuing Bank and Lenders, and to all other costs and expenses owing to Agent; (ii) second, to all Obligations constituting fees owing or related to the Term Loans; (iii) third, to all Obligations constituting interest in full; respect of the Term Loans; (Div) fourth, ratably to pay principal of the Term Loan until paid in full; Loans; (Ev) fifth, ratably to pay any fees or premiums owed pursuant all amounts owing to Section 5.2.4 hereunder then due and payable until paid in full; Agent on Swingline Loans; (Fvi) sixth, to Issuing Bank in respect of amounts owing by Borrowers for (x) any unreimbursed drawings made under Letters of Credit and (y) fees, costs, expenses and indemnities owing to Issuing Bank in respect of Letters of Credit; (vii) seventh, to all Obligations constituting fees owing or related to the ratable payment Revolver Loans; (viii) eighth, to all Obligations constituting interest in respect of the Revolver Loans; (ix) ninth, to Cash Collateralization of LC Obligations; (x) tenth, to all other Revolver Loans, and to Secured Bank Product Obligations then due and payable until paid arising under Hedge Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (xi) eleventh, to all Obligations constituting fees owing or related to the FILO Loans; (xii) twelfth, to all Obligations constituting interest in fullrespect of the FILO Loans; (xiii) thirteenth, to all FILO Loans, (xiv) fourteenth, to Secured Bank Product Obligations exceeding the amount of Reserves therefor; and (xv) last, to all remaining Obligations. (c) Subject to the priorities set forth in clauses (a) and (b) with respect to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insuranceabove, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faith. Amounts amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section 5.6.2 are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 5.6.2. (d) Notwithstanding the order of application of proceeds of Collateral set forth in this Section 5.6.2, the Collateral shall secure all Obligations, regardless of whether such Obligations are in respect of Revolver Loans, FILO Loans, Term Loans or otherwise.

Post-Default Allocation. Subject Notwithstanding anything herein to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank on LC Obligations; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Bank Product Indebtedness) constituting fees, indemnification, costs or expenses on Revolver Loans owing to Revolver Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Bank Product Indebtedness) constituting interest on Revolver Loans; (f) sixth, to Cash Collateralize all LC Obligations to the ratable payment extent not otherwise Cash Collateralized pursuant to the terms hereof; (g) seventh, to all Obligations constituting principal of the Revolver Loans; (h) eighth, to all Obligations (other than Bank Product Indebtedness) constituting fees, indemnification, costs or expenses on FILO Loans owing to FILO Lenders; (i) ninth, to all Obligations (other than Bank Product Indebtedness) constituting interest on FILO Loans; (j) tenth, to all Obligations constituting principal of the FILO Loans; (k) eleventh, to all Bank Product Indebtedness; (l) twelfth, to all other Obligations then due and payable until paid in fullObligations; and (bm) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person Borrowers (or any insuranceother Obligor which may be entitled thereto, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithas applicable). Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time set forth above until full payment thereof and then to time under all preceding categoriesthe next category. If amounts are insufficient to satisfy a category, they shall be paid ratably applied on a pro rata basis among outstanding the Obligations in the category. Amounts distributed with respect to any Bank Product Indebtedness shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Indebtedness 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 Bank Product Indebtedness, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Secured Party. If a Secured Party fails to deliver such notice within five days following request by Agent, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in clauses (a) and (b) above in this Section (other than the tenth allocation to Borrowers or another Obligor) are solely to determine the rights and priorities of Agent and Lenders as among Secured Partiesthemselves, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses Except for the allocation to Borrowers or another Obligor set forth in clause (aj) and (b) above in preceding, this Section are is not for the benefit of or enforceable by any Borrower or other Obligor. Within the foregoing parameters, payments applied to Revolver Loans shall be applied first to General Revolver Loans and each Obligor irrevocably waives the right then to direct the application of any payments or Collateral proceeds subject to this SectionDistribution Revolver Loans.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Bank Product Reserves relating to Secured Bank Product Obligations arising under Hedging Agreements existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section 5.5.2 are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are 5.5.2 is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 5.5.2.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses (other than fees, costs and expenses constituting Secured Bank Product Obligations), including Extraordinary Expenses, owing to Administrative Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable all amounts owing to the Lenders until paid in full; and Administrative Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (Cc) third, to all amounts owing to Issuing Bank, ratably among each Issuing Bank in proportion to pay interest then due and the respective amounts described in this clause payable in respect of the Term Loan until paid in full; to it; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) that are pari passu with the ratable payment Loans and up to the amount of the Bank Product Reserve existing therefor; (h) eighth, to all other Secured Bank Product Obligations; (i) ninth, to all remaining Obligations; (j) last, the balance, if any, after all Obligations then due and payable until have been indefeasibly paid in full; and (b) with respect , to the Proceeds of any disposition of all Borrowers or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined as otherwise required by the Agent and the Revolver Agent acting reasonably and in good faithApplicable Law. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The 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 set forth in clauses (a) and (b) above in this Section are solely any applicable category. Administrative Agent shall have no obligation to determine calculate the rights and priorities among amount of any Secured Parties, Bank Product Obligation and may be changed by agreement of request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the affected Secured Partiesprovider fails to deliver the calculation within 5 days following request, without Administrative Agent may assume the consent of any Obligor. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Sectionamount is zero.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary (but subject to Section 4.2.2), after the occurrence and during the continuance of an Event of DefaultDefault monies to be applied to the Obligations, the Agent maywhether arising from payments by Obligors, and upon the direction of the Agent realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except with respect to monies, payments or Collateral of or from any U.S. Domiciled Obligor: (i) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent provided owing by any U.S. Domiciled Obligor; (ii) second, to all amounts owing to U.S. Swingline Lender on U.S. Swingline Loans, Agent on U.S. Protective Advances, and Agent on U.S. Loans and participations that a Defaulting Lender has failed to settle or fund; (iii) third, to all amounts owing to U.S. Issuing Bank on U.S. LC Obligations; (iv) fourth, to all U.S. Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to U.S. Lenders (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (v) fifth, to all U.S. Facility Obligations (other than Secured Bank Product Obligations) constituting interest (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (vi) sixth, to Cash Collateralize all U.S. LC Obligations; (vii) seventh, to all U.S. Loans, and to Qualified Secured Bank Product Obligations (including Cash Collateralization thereof) owing by the U.S. Domiciled Obligors (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors) up to the amount of the U.S. Availability Reserves existing therefor; (viii) eighth, to all interest on FILO Loans owing by U.S. Borrowers to U.S. Lenders; (ix) ninth, to all principal on FILO Loans owing by U.S. Borrowers to U.S. Lenders; (x) tenth, to all other Secured Bank Product Obligations owing by the U.S. Domiciled Obligors (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (xi) eleventh, to all remaining U.S. Facility Obligations (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); and (xii) twelfth, to be applied in accordance with clause (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay extent there are insufficient funds for the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment Full Payment of all other Obligations then due and payable until paid in full; andowing by the Foreign Domiciled Obligors. (b) with respect to monies, payments or Collateral of or from any Foreign Domiciled Obligor, together with any allocations pursuant to subclause (xii) of clause (a) above: (i) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent, to the Proceeds extent owing by any Foreign Domiciled Obligor; (ii) second, to all amounts owing to Foreign Swingline Lender on Foreign Swingline Loans, Agent on Foreign Protective Advances, and Agent on Foreign Loans and participations that a Defaulting Lender has failed to settle or fund; (iii) third, to all amounts owing to Foreign Issuing Bank on Foreign LC Obligations; (iv) fourth, to all Foreign Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Foreign Lenders; (v) fifth, to all Foreign Facility Obligations (other than Secured Bank Product Obligations) constituting interest; (vi) sixth, to Cash Collateralize all Foreign LC Obligations; (vii) seventh, to all Foreign Loans, and to Qualified Secured Bank Product Obligations (including Cash Collateralization thereof) owing by Foreign Domiciled Obligors up to the amount of any disposition of Foreign Availability Reserves existing therefor; (viii) eighth, to all or substantially interest on FILO Loans owing by Foreign Borrowers to Foreign Lenders; (ix) ninth, to all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both principal on FILO Loans owing by Foreign Borrowers to Foreign Lenders; (x) ABL Priority Collateral and tenth, to all other Secured Bank Product Obligations owing by Foreign Domiciled Obligors; and (yxi) Term Priority Collateraleleventh, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithto all remaining Foreign Facility Obligations. Amounts shall be applied to payment of each category of Obligations set forth within subsections (a) and (b) above only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the Secured Bank Product Provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured PartiesParties as among themselves, and any allocation within subsections (a) and (b), and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance existence of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the discretion of Agent mayor Required Lenders, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; second, to all other amounts owing to Agent, including Swingline Loans, Protective Advances, and upon the direction Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; third, to all amounts owing to Issuing Bank (other than Cash Collateralization of the Agent or the Required Lenders shallundrawn Letters of Credit); fourth, apply to all payments in respect of any Obligations and all proceeds of the Collateral as follows: (aother than Secured Bank Product Obligations) except to the extent provided in clause (b) below, (A) first, ratably to pay the Obligations in respect of any constituting fees, expense reimbursementsindemnification, indemnities and other amounts then due and payable costs or expenses owing to the Agent until paid in fullLenders; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in fullall Obligations (other than Secured Bank Product Obligations) constituting interest; (F) sixth, to Cash Collateralize all LC Obligations; seventh, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the ratable payment amount of all other Obligations then due and payable until paid in full; and (b) Reserves existing with respect to the Proceeds of any disposition of such Hedging Agreements; eighth, to all or substantially other Secured Bank Product Obligations; ninth, to all of the assets or Equity Interests of any Person or any insuranceremaining Obligations; and LAST, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithto Borrowers. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by No Obligor has any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 5.6.2.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Administrative Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect all amounts owing to Bank of any fees America and Administrative Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, to all amounts owing to Issuing Bank, ratably among each Issuing Bank in proportion to pay interest then due and the respective amounts described in this clause payable in respect of the Term Loan until paid in full; to it; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) that are pari passu with the ratable payment Loans and up to the amount of the Bank Product Reserve existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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. Administrative Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Administrative Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Borrower and other Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject to the Intercreditor Agreement, after notwithstanding anything in any Loan Document to the occurrence and contrary, during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations and FILO Loans) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due all Obligations (other than Secured Bank Product Obligations and payable until paid in full; FILO Loans) constituting interest; (Ff) sixth, to all Loans (other than all FILO Loans), to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) and LC Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (g) seventh, to the Obligations of all FILO Loans constituting fees, indemnification, costs or expenses owing to Lenders; (h) eighth, to the Obligations of all FILO Loans constituting interest; (i) ninth, to all FILO Loans; (j) tenth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bk) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The 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 set forth in clauses (a) and (b) above in this Section are solely each category. Agent shall have no obligation to determine calculate the rights and priorities among amount of any Secured Parties, Bank Product Obligation and may be changed by agreement of request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the affected Secured Partiesprovider fails to deliver the calculation within five days following request, without Agent may assume the consent of any Obligor. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Sectionamount is zero.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the contrary but subject to the Intercreditor Agreement, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(i), (j) or (k), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Xxxxxxxx, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Xxxxxx has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each no Obligor irrevocably waives the has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent maydiscretion of (including, and upon the direction for avoidance of the doubt, pursuant to Section 5.7) Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Xxxxxx has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of the Bank Product Reserve existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; (i) ninth, to all remaining Obligations; and (bj) with respect last, after Full Payment of all Obligations, any remaining amounts will be paid to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithBorrowers. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section, other than under clause (j) above if Full Payment of all Obligations has occurred.

Post-Default Allocation. Subject (a) Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on the direction of the Agent Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except to the extent provided in clause (b) below, (Ai) first, ratably to pay the Obligations all Extraordinary Expenses owing to Agent, Issuing Bank and Lenders, and to all other costs and expenses owing to Agent; (ii) second, to all amounts owing to Agent on Swingline Loans; (iii) third, to Issuing Bank in respect of amounts owing by Borrowers for (x) any unreimbursed drawings made under Letters of Credit and (y) fees, expense reimbursementscosts, expenses and indemnities and other amounts then due and payable owing to the Agent until paid in full; (B) second, ratably to pay the Obligations Issuing Bank in respect of any Letters of Credit; (iv) fourth, to all Obligations constituting fees (excluding any fees owing or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable related to the Lenders until paid in full; Revolver Loans; (Cv) thirdfifth, ratably to pay all Obligations constituting interest then due and payable in respect of the Term Loan until paid in full; Revolver Loans; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (Fvi) sixth, to Cash Collateralization of LC Obligations; (vii) seventh, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of all other Reserves existing therefor; (viii) eighth, to Secured Bank Product Obligations then due and payable until paid in fullexceeding the amount of Reserves existing therefor; and (ix) last, to all remaining Obligations. (b) with respect Subject to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurancepriorities set forth in clause (a) above, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faith. Amounts amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section 5.6.2 are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 5.6.2. (c) Notwithstanding the order of application of proceeds of Collateral set forth in this Section 5.6.2, the Collateral shall secure all Obligations.

Post-Default Allocation. Subject (a) Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on the direction of the Agent Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except to the extent provided in clause (b) below, (Ai) first, ratably to pay the Obligations in respect of any feesall Extraordinary Expenses owing to Agent and Lenders, expense reimbursements, indemnities and to all other amounts then due costs and payable expenses owing to the Agent until paid in full; Agent; (Bii) second, ratably to pay the all Obligations in respect of any constituting fees (excluding any fees owing or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable related to the Lenders until paid in full; Term Loans; (Ciii) third, ratably to pay all Obligations constituting interest then due and payable in respect of the Term Loan until paid in full; Loans; (Div) fourth, ratably to pay principal of the all Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment of all other Obligations then due and payable until paid in fullLoans; and (v) last, to all remaining Obligations. (b) with respect Subject to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurancepriorities set forth in clause (a) above, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faith. Amounts amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section 5.6.2 are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 5.6.2. (c) Notwithstanding the order of application of proceeds of Collateral set forth in this Section 5.6.2, the Collateral shall secure all Obligations.

Post-Default Allocation. Subject Notwithstanding anything in any DIP Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (ai) except first, to DIP Agent to pay principal and accrued interest on any portion of the Revolver Loans which DIP Agent may have advanced on behalf of any DIP Lender and for which DIP Agent has not been reimbursed by such DIP Lender or any Borrower; (ii) second, to BofA to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, to be shared with any DIP Lenders (other than Defaulting DIP Lenders) that have acquired a participating interest in such Settlement Loans; (iii) third, to the extent provided in clause that Letter of Credit Issuer has not received from any Participating DIP Lender a payment as required by Section 1.2.8 hereof, to Letter of Credit Issuer to pay all amounts owing to such Letter of Credit Issuer pursuant to Section 1.2.8 hereof; (biv) belowfourth, (A) first, ratably to DIP Agent to pay the Obligations in respect amount of Extraordinary Expenses and amounts owing to DIP Agent pursuant to Section 14.10 hereof that have not been reimbursed to DIP Agent by any feesBorrower or any DIP Lender, expense reimbursementstogether with interest accrued thereon at the rate applicable to Revolver Loans; (v) fifth, indemnities and other amounts then to DIP Agent to pay any Indemnified Amount that has not been paid to DIP Agent by any Obligor or any DIP Lender, together with interest accrued thereon at the rate applicable to Revolver Loans; (vi) sixth, to DIP Agent to pay any fees due and payable to DIP Agent; (vii) seventh, to DIP Lenders (other than Defaulting DIP Lenders) for any Indemnified Amount that they have paid to DIP Agent and any Extraordinary Expenses that they have reimbursed to DIP Agent or themselves incurred, to the Agent until paid in full; extent that such DIP Lenders have not been reimbursed by any Obligor therefor; (Bviii) secondeighth, ratably to Letter of Credit Issuer to pay principal and interest with respect to Letter of Credit Outstandings (or if any of the Obligations Letter of Credit Outstandings are contingent and an Event of Default then exists, deposited in respect the Cash Collateral Account to Cash Collateralize such Letter of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunderCredit Outstandings), expense reimbursements which payment shall be shared with Participating DIP Lenders in accordance with Section 1.2.8(iii) hereof; (ix) ninth, to DIP Lenders (other than Defaulting DIP Lenders) in payment of the unpaid principal and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay accrued interest then due and payable in respect of the Term Loan until paid in full; Revolver Loans, and to Bank Product Obligations arising under Hedge Agreements (Dincluding Cash Collateralization thereof) fourth, ratably up to pay principal the amount of the Term Loan until paid in full; Bank Product Reserve existing therefor; (Ex) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixthtenth, to the ratable payment of all other Obligations then due and payable until paid in fullBank Product Obligations; and (bxi) with respect eleventh, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in such category. 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. DIP Agent shall have no obligation to calculate the amount of any Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Bank Product Provider. If such Bank Product Provider fails to deliver the calculation within five (5) days following request, DIP Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section 4.6 are solely to determine the rights and priorities of DIP Agent and DIP Lenders as among Secured Parties, themselves and may be changed by agreement of the affected Secured Parties, DIP Agent and DIP Lenders without notice to or the consent or approval of any ObligorBorrower or any other Person. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 4.6.

Post-Default Allocation. Subject Notwithstanding anything herein to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 98 ​ AMERICAS/2024146412.5 ​ (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances and Loans and participations that a Defaulting Xxxxxx has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank on LC Obligations; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Bank Product Indebtedness) constituting fees, indemnification, costs or expenses on Revolver Loans owing to Revolver Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Bank Product Indebtedness) constituting interest on Revolver Loans; (f) sixth, to Cash Collateralize all LC Obligations to the ratable payment extent not otherwise Cash Collateralized pursuant to the terms hereof; (g) seventh, to all Obligations constituting principal of the Revolver Loans; (h) eighth, to all Obligations (other than Bank Product Indebtedness) constituting fees, indemnification, costs or expenses on FILO Loans owing to FILO Lenders; (i) ninth, to all Obligations (other than Bank Product Indebtedness) constituting interest on FILO Loans; (j) tenth, to all Obligations constituting principal of the FILO Loans; (k) eleventh, to all Bank Product Indebtedness; (l) twelfth, to all other Obligations then due and payable until paid in fullObligations; and (bm) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person Borrowers (or any insuranceother Obligor which may be entitled thereto, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithas applicable). Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time set forth above until full payment thereof and then to time under all preceding categoriesthe next category. If amounts are insufficient to satisfy a category, they shall be paid ratably applied on a pro rata basis among outstanding the Obligations in the category. Amounts distributed with respect to any Bank Product Indebtedness shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Indebtedness 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 Bank Product Indebtedness, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Secured Party. If a Secured Party fails to deliver such notice within five days following request by Agent, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in clauses (a) and (b) above in this Section (other than the tenth allocation to Borrowers or another Obligor) are solely to determine the rights and priorities of Agent and Lenders as among Secured Partiesthemselves, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses Except for the allocation to Borrowers or another Obligor set forth in ​ ​ AMERICAS/2024146412.5 ​ clause (aj) and (b) above in preceding, this Section are is not for the benefit of or enforceable by any Borrower or other Obligor. Within the foregoing parameters, payments applied to Revolver Loans shall be applied first to General Revolver Loans and each Obligor irrevocably waives the right then to direct the application of any payments or Collateral proceeds subject to this SectionDistribution Revolver Loans.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent maydiscretion of (including, and upon the direction for avoidance of the doubt, pursuant to Section 5.7) Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all Obligations (Dother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (d) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting interest; (e) fifth, ratably to pay any fees or premiums owed pursuant all Loans, and to Section 5.2.4 hereunder then due and payable until paid in full; Secured Bank Product Obligations arising under Hedge Agreements (Fincluding Cash Collateralization thereof) up to the amount of the Bank Product Reserve existing therefor; (f) sixth, to the ratable payment of all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bg) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent maydiscretion of (including, and upon the direction for avoidance of the doubt, pursuant to Section 5.7) Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, Unreimbursed Amounts and payable Loans and participations that a Defaulting Xxxxxx has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all Obligations (Dother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (d) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting interest; (e) fifth, ratably to pay any fees or premiums owed pursuant all Loans, to Section 5.2.4 hereunder then due Cash Collateralize the Letter of Credit LiabilityLiabilities and payable until paid in full; to Secured Bank Product Obligations arising under Hedging Agreements (Fincluding Cash Collateralization thereof) up to the amount of the Bank Product Reserve existing therefor; (f) sixth, to the ratable payment of all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bg) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. 133315237_8 The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the no Borrower has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; 102904560_9 (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Revolver Loans and participations that a Defaulting Xxxxxx has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Availability Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; (i) ninth, to all remaining Obligations; and (bj) with respect tenth, to the Proceeds of any disposition of all Borrowers or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined as otherwise required by the Agent and the Revolver Agent acting reasonably and in good faithApplicable Law. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each no Obligor irrevocably waives the has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything herein to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank on LC Obligations; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Bank Product Indebtedness) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Bank Product Indebtedness) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations to the ratable payment extent not otherwise Cash Collateralized pursuant to the terms hereof; (g) seventh, to all Obligations constituting principal of the Loans; (h) eighth, to all Bank Product Indebtedness; (i) ninth, to all other Obligations then due and payable until paid in fullObligations, other than Bank Product Indebtedness; and (bj) with respect tenth, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person Borrowers (or any insuranceother Obligor which may be entitled thereto, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithas applicable). Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time set forth above until full payment thereof and then to time under all preceding categoriesthe next category. If amounts are insufficient to satisfy a category, they shall be paid ratably applied on a pro rata basis among outstanding the Obligations in the category. Amounts distributed with respect to any Bank Product Indebtedness shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Indebtedness 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 Bank Product Indebtedness, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Secured Party. If a Secured Party fails to deliver such notice within five days following request by Agent, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in clauses (a) and (b) above in this Section (other than the tenth allocation to Borrowers or another Obligor) are solely to determine the rights and priorities of Agent and Lenders as among Secured Partiesthemselves, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses Except for the allocation to Borrowers or another Obligor set forth in clause (aj) and (b) above in preceding, this Section are is not for the benefit of or enforceable by any Borrower or other Obligor. Within the foregoing parameters, payments applied to Revolver Loans shall be applied first to General Revolver Loans and each Obligor irrevocably waives the right then to direct the application of any payments or Collateral proceeds subject to this SectionDistribution Revolver Loans.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows (subject to the direction terms of the Agent or the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral as follows:Intercreditor Agreement): (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Administrative Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Administrative Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, to all amounts owing to Issuing Bank, ratably among each Issuing Bank in proportion to pay interest then due and the respective amounts described in this clause payable in respect of the Term Loan until paid in full; to it; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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. Administrative Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Administrative Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; (i) ninth, to all remaining Obligations; and (bj) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithObligors. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject to Section 12.5, notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, Default has occurred and is continuing and the Agent may, and upon the direction of the Agent so elects or the Required Lenders shallso direct, apply all monies to be applied to the Obligations, whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except FIRST, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowSECOND, to all other amounts owing to Agent, including Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (Ac) firstTHIRD, ratably to pay the all amounts owing to Issuing Bank; (d) FOURTH, to all Obligations in respect of any (other than Secured Bank Product Obligations) constituting fees, expense reimbursementsindemnification, indemnities costs or expenses owing to Lenders; (e) FIFTH, to all Obligations (other than Secured Bank Product Obligations) constituting interest; (f) SIXTH, to Cash Collateralize all LC Obligations; (g) SEVENTH, to all Loans, and other amounts then due and payable to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) up to the Agent until paid in full; amount of Availability Reserves existing therefor; (Bh) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixthEIGHTH, to the ratable payment of all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect LAST, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the no Borrower has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary (but subject to Section 4.2.2), after the occurrence and during the continuance of an Event of DefaultDefault monies to be applied to the Obligations, the Agent maywhether arising from payments by Obligors, and upon the direction of the Agent realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except with respect to monies, payments or Collateral of or from any U.S. Domiciled Obligor, together with any allocations pursuant to subclause (xii) of clause (b) below: (i) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent provided owing by any U.S. Domiciled Obligor; (ii) second, to all amounts owing to U.S. Swingline Lender on U.S. Swingline Loans, Agent on U.S. Protective Advances, and Agent on U.S. Loans and participations that a Defaulting Xxxxxx has failed to settle or fund; (iii) third, to all amounts owing to U.S. Issuing Bank on U.S. LC Obligations; (iv) fourth, to all U.S. Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to U.S. Lenders (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (v) fifth, to all U.S. Facility Obligations (other than Secured Bank Product Obligations) constituting interest (other than interest accrued in respect of FILO Loans and exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (vi) sixth, to Cash Collateralize all U.S. LC Obligations; (vii) seventh, to all Non-FILO U.S. Loans, and to Qualified Secured Bank Product Obligations (including Cash Collateralization thereof) owing by the U.S. Domiciled Obligors (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors) up to the amount of the U.S. Availability Reserves existing therefor; (viii) eighth, to all interest on FILO Loans owing by U.S. Borrowers to U.S.FILO Lenders; (ix) ninth, to all principal on FILO Loans owing by U.S. Borrowers to U.S.FILO Lenders; (x) tenth, to all other Secured Bank Product Obligations owing by the U.S. Domiciled Obligors (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (xi) eleventh, to all remaining U.S. Facility Obligations (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); and (xii) twelfth, to be applied in accordance with clause (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay extent there are insufficient funds for the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment Full Payment of all other Obligations then due and payable until paid in full; andowing by the Foreign Domiciled Obligors. (b) with respect to monies, payments or Collateral of or from any Foreign Domiciled Obligor, together with any allocations pursuant to subclause (xii) of clause (a) above: (i) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent, to the Proceeds extent owing by any Foreign Domiciled Obligor; (ii) second, to all amounts owing to Foreign Swingline Lender on Foreign Swingline Loans, Agent on Foreign Protective Advances, and Agent on Foreign Loans and participations that a Defaulting Xxxxxx has failed to settle or fund; (iii) third, to all amounts owing to Foreign Issuing Bank on Foreign LC Obligations; (iv) fourth, to all Foreign Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Foreign Lenders (exclusive of any disposition U.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors); (v) fifth, to all Foreign Facility Obligations (other than Secured Bank Product Obligations) constituting interest (other than interest accrued in respect of all or substantially all of the assets or Equity Interests FILO Loans, if any, and exclusive of any Person or U.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors); (vi) sixth, to Cash Collateralize all Foreign LC Obligations; (vii) seventh, to all Foreign Loans, and to Qualified Secured Bank Product Obligations (including Cash Collateralization thereof) owing by Foreign Domiciled Obligors (exclusive of any insuranceU.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors) up to the amount of Foreign Availability Reserves existing therefor; (viii) eighth, which disposition or proceeds of insurance includes both to all interest on FILO Loans owing by Foreign Borrowers, if any, to Foreign Lenders; (ix) ninth, to all principal on FILO Loans owing by Foreign Borrowers, if any, to Foreign Lenders; (x) ABL Priority Collateral and tenth, to all other Secured Bank Product Obligations owing by Foreign Domiciled Obligors (yexclusive of any U.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors); (xi) Term Priority Collateraleleventh, such Proceeds and payments using such Proceeds shall to all remaining Foreign Facility Obligations (exclusive of any U.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors); and (xii) twelfth, to be applied in a manner mutually determined accordance with clause (b) above, to the extent there are insufficient funds for the Full Payment of all Obligations owing by the Agent and the Revolver Agent acting reasonably and in good faithU.S. Domiciled Obligors. Amounts shall be applied to payment of each category of Obligations set forth within subsections (a) and (b) above only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the Secured Bank Product Provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured PartiesParties as among themselves, and any allocation within subsections (a) and (b), and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs, or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Bank Product Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, then they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, then Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The 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 set forth in clauses (a) and (b) above in this Section are solely each category. Agent shall have no obligation to determine calculate the rights and priorities among amount of any Secured Parties, Bank Product Obligation and may be changed by agreement of request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the affected Secured Partiesprovider fails to deliver the calculation within five days following request, without Agent may assume the consent of any Obligor. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Sectionamount is zero.

Post-Default Allocation. Subject (a) Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayRevolver Loans, and upon whether arising from payments by Obligors, realization on the direction Exclusive Revolver Loan/Letter of the Agent Credit Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (ai) except FIRST, to the extent provided in clause all costs and expenses, including Extraordinary Expenses, owing to Agent (b) below, (A) first, ratably to pay the Obligations other than costs and expenses in respect of any feesSecured Bank Product Obligations) incurred in connection with Revolver Loans; (ii) SECOND, expense reimbursementsto all amounts owing to Agent on Swingline Loans; (iii) THIRD, indemnities to all amounts owing to Issuing Bank; (iv) FOURTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations); (v) FIFTH, to all Revolver Loans constituting interest (other than Secured Bank Product Obligations); (vi) SIXTH, to Cash Collateralization of LC Obligations; (vii) SEVENTH, to all Revolver Loans, and other amounts then due and payable to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the Agent until paid in full; amount of Availability Reserves existing therefor; (Bviii) secondEIGHTH, ratably to pay the all other Secured Bank Product Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable up to the Lenders until paid in full; amount of Availability Reserves existing therefor; (Cix) thirdNINTH, ratably pro rata to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, DDTLs to the ratable payment of all other Obligations then due and payable until paid in fullscheduled principal installments pro rata; and (x) LAST, to all remaining Obligations; (b) with respect Notwithstanding anything in any Loan Document to the Proceeds contrary, during an Event of any disposition of Default, monies to be applied to the Term Loan and DDTLs, whether arising from payments by Obligors, realization on the Primary Term Loan and DDTL Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all or substantially costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with the Term Loan and DDTLs; (ii) SECOND, to all Obligations constituting fees incurred in connection with the Term Loan and DDTLs; (iii) THIRD, to the Term Loan and DDTLs constituting interest; (iv) FOURTH, pro rata to all principal owing on the Term Loan and DDTLs (and pro rata to the scheduled principal installments of the assets or Equity Interests Term Loan); and (v) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. provided, that any unified realization on the Exclusive Revolver Loan/Letter of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Credit Collateral and (y) Primary Term Priority Loan and DDTL Collateral, monies to be applied to the Obligations shall be allocated based on the par value of the Exclusive Revolver Loan/Letter of Credit Collateral and the appraised value of the Primary Term Loan and DDTL Collateral. To the extent the monies received from such Proceeds unified realization is less than the par value of the Exclusive Revolver Loan/Letter of Credit Collateral and payments using such Proceeds the appraised value of the Primary Term Loan and DDTL Collateral, the difference (expressed as a percentage) shall be applied in a manner mutually determined by equally to the Agent Exclusive Revolver Loan/Letter of Credit Collateral and the Revolver Agent acting reasonably Primary Term Loan and in good faith. Amounts DDTL Collateral and such monies shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.allocated accordingly;

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable all amounts (other than contingent obligations with respect to undrawn Letters of Credit) owing to Issuing Bank solely in respect of the Term Loan until paid in full; its capacity as Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Bank Product Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary (but subject to Section 4.2.2), after the occurrence and during the continuance of an Event of DefaultDefault monies to be applied to the Obligations, the Agent maywhether arising from payments by Obligors, and upon the direction of the Agent realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except with respect to monies, payments or Collateral of or from any U.S. Domiciled Obligor, together with any allocations pursuant to subclause (xii) of clause (b) below: (i) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent provided owing by any U.S. Domiciled Obligor; (ii) second, to all amounts owing to U.S. Swingline Lender on U.S. Swingline Loans, Agent on U.S. Protective Advances, and Agent on U.S. Loans and participations that a Defaulting Lender has failed to settle or fund; (iii) third, to all amounts owing to U.S. Issuing Bank on U.S. LC Obligations; (iv) fourth, to all U.S. Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to U.S. Lenders (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (v) fifth, to all U.S. Facility Obligations (other than Secured Bank Product Obligations) constituting interest (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (vi) sixth, to Cash Collateralize all U.S. LC Obligations; (vii) seventh, to all U.S. Loans, and to Qualified Secured Bank Product Obligations (including Cash Collateralization thereof) owing by the U.S. Domiciled Obligors (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors) up to the amount of the U.S. Availability Reserves existing therefor; (viii) eighth, to all interest on FILO Loans owing by U.S. Borrowers to U.S. Lenders; (ix) ninth, to all principal on FILO Loans owing by U.S. Borrowers to U.S. Lenders; (x) tenth, to all other Secured Bank Product Obligations owing by the U.S. Domiciled Obligors (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); (xi) eleventh, to all remaining U.S. Facility Obligations (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); and (xii) twelfth, to be applied in accordance with clause (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay extent there are insufficient funds for the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment Full Payment of all other Obligations then due and payable until paid in full; andowing by the Foreign Domiciled Obligors. (b) with respect to monies, payments or Collateral of or from any Foreign Domiciled Obligor, together with any allocations pursuant to subclause (xii) of clause (a) above: (i) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent, to the Proceeds extent owing by any Foreign Domiciled Obligor; (ii) second, to all amounts owing to Foreign Swingline Lender on Foreign Swingline Loans, Agent on Foreign Protective Advances, and Agent on Foreign Loans and participations that a Defaulting Lender has failed to settle or fund; (iii) third, to all amounts owing to Foreign Issuing Bank on Foreign LC Obligations; (iv) fourth, to all Foreign Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Foreign Lenders (exclusive of any disposition of U.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors); (v) fifth, to all or substantially all of the assets or Equity Interests Foreign Facility Obligations (other than Secured Bank Product Obligations) constituting interest (exclusive of any Person or U.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors); (vi) sixth, to Cash Collateralize all Foreign LC Obligations; (vii) seventh, to all Foreign Loans, and to Qualified Secured Bank Product Obligations (including Cash Collateralization thereof) owing by Foreign Domiciled Obligors (exclusive of any insuranceU.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors) up to the amount of Foreign Availability Reserves existing therefor; (viii) eighth, which disposition or proceeds of insurance includes both to all interest on FILO Loans owing by Foreign Borrowers to Foreign Lenders; (ix) ninth, to all principal on FILO Loans owing by Foreign Borrowers to Foreign Lenders; (x) ABL Priority Collateral and tenth, to all other Secured Bank Product Obligations owing by Foreign Domiciled Obligors (yexclusive of any U.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors); (xi) Term Priority Collateraleleventh, such Proceeds and payments using such Proceeds shall to all remaining Foreign Facility Obligations (exclusive of any U.S. Facility Obligations which are guaranteed by the Foreign Domiciled Obligors); and (xii) twelfth, to be applied in a manner mutually determined accordance with clause (b) above, to the extent there are insufficient funds for the Full Payment of all Obligations owing by the Agent and the Revolver Agent acting reasonably and in good faithU.S. Domiciled Obligors. Amounts shall be applied to payment of each category of Obligations set forth within subsections (a) and (b) above only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding 92 Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the Secured Bank Product Provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured PartiesParties as among themselves, and any allocation within subsections (a) and (b), and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary (other than the provisions of Section 8.8), after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect by Obligors, realization on Collateral (for the sake of any Obligations and all proceeds of the Collateral clarity, excluding Excluded Property), setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lxxxxx has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in fullall amounts owing to Issuing Bank; DM3\8000000.2 (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; (i) ninth, to all remaining Obligations; and (bj) with respect last, to the Proceeds of any disposition of all Borrower or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined as otherwise required by the Agent and the Revolver Agent acting reasonably and in good faithApplicable Law. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The 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 set forth in clauses (a) and (b) above in this Section are solely each category. Agent shall have no obligation to determine calculate the rights and priorities among amount of any Secured Parties, Bank Product Obligation and may be changed by agreement of request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the affected Secured Partiesprovider fails to deliver the calculation within five (5) days following request, without Agent may assume the consent of any Obligoramount is zero. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each no Obligor irrevocably waives the has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the contrary, but subject to the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section. Any amount applied to the Loans shall be applied first to the Revolver Loans that are not FILO Loans until repaid in full, and then to FILO Loans.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations constituting fees (Eother than Secured Bank Product Obligations); (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations constituting interest (Fother than Secured Bank Product Obligations); (f) sixth, to Cash Collateralization of LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they Obligations in the category shall be paid ratably among outstanding Obligations in on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the categorymethodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to all Loans, to Cash Collateralize all LC Obligations and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (g) seventh, to all other Obligations then due and payable until paid in full; andSecured Bank Product Obligations; (bh) with respect eighth, to all remaining Obligations; and Xxxxxxxx – Loan, Security and Guaranty Agreement #53354946 (i) last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithObligors. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the contrary, while an Event of Default is continuing, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows (subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the Agent may, and upon the direction of the Agent or the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral as follows:): (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Administrative Agent; (b) belowsecond, to all Obligations (Aother than Secured Bank Product Obligations) first, ratably to pay the Obligations in respect of any constituting fees, expense reimbursementsindemnification, indemnities and other amounts then due and payable costs or expenses owing to the Agent until paid in full; Lenders; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all Obligations (Dother than Secured Bank Product Obligations) constituting interest; (d) fourth, ratably to pay principal of the Term Loan until paid in full; all Loans and to Secured Bank Product Obligations (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment of all other Obligations then due and payable until paid in fullincluding cash collateralization thereof); and (be) with respect fifth, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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. Administrative Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the Secured Bank Product Provider fails to deliver the calculation within five days following request, Administrative Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured PartiesParties as among themselves, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject to the terms of the Intercreditor AgreementAgreements and notwithstanding anything in any Loan Document to the contrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by the direction of the Agent Loan Parties, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances, and Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. Monies and proceeds obtained from a Loan Party shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Loan Parties to preserve the allocations in any applicable category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any ObligorLoan Party. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any ObligorLoan Party, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance continuation of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Credit Parties, realization on Collateral, setoff or otherwise, shall, at the direction request of the Agent or the Required Lenders shalland subject to the provisions of Sections 2.1.6, apply all payments in respect of any Obligations 2.3.3 and all proceeds of 4.2 and the Collateral Intercreditor Agreement, be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the all amounts owing to Agent on Swingline Loans and Obligations in respect of any fees arising from Cash Management Services, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank on LC Obligations; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations constituting fees, indemnification, costs or expenses owing to Lenders (Eexcluding amounts relating to Bank Products); (e) fifth, ratably to pay any fees or premiums owed pursuant all Obligations constituting interest (excluding amounts relating to Section 5.2.4 hereunder then due and payable until paid in full; Bank Products); (Ff) sixth, to provide Cash Collateral for outstanding Letters of Credit to the ratable payment of extent not otherwise Cash Collateralized by Borrowers pursuant to Section 2.3.3; (g) seventh, to all Loans; (h) eighth, to all other Obligations then due and payable until paid in fullBank Product Debt; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insuranceremaining Obligations. Subject to Section 2.3.3, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faith. Amounts amounts shall be applied to payment of each category of Obligations only after set forth above until Full Payment of amounts payable from time thereof and then to time under all preceding categoriesthe next category. If amounts are insufficient to satisfy a category, they shall be paid ratably applied on a pro rata basis among outstanding the Obligations in the category. Monies and proceeds obtained from a Credit Party shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Credit Parties to preserve the allocations in any applicable category. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may request and rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. If the provider fails to deliver the calculation within five Business Days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any ObligorCredit Party. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionCredit Party.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on the direction of the Agent Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except FIRST, to the extent provided all costs and expenses, including Extraordinary Expenses, owing to Agent (other than costs and expenses in clause respect of Secured Bank Product Obligations); (b) belowSECOND, to all amounts owing to Issuing Bank; (Ac) firstTHIRD, ratably to pay the all Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any constituting fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunderother than Secured Bank Product Obligations), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; ; (Cd) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixthFOURTH, to the ratable payment all Obligations constituting interest (other than Secured Bank Product Obligations); (e) FIFTH, to Cash Collateralization of LC Obligations; (f) SIXTH, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof); (g) SEVENTH, to all other Secured Bank Product Obligations then due and payable until paid in fullexisting therefor; and (bh) with respect LAST, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they Obligations in the category shall be paid ratably among outstanding Obligations in on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the categorymethodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five Business Days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 5.7.2.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; (i) ninth, to all remaining Obligations; and (bj) with respect last, the balance, if any, as required by the Existing Facility Intercreditor Agreement or, in the absence of any such requirement, to the Proceeds of any disposition of all Person lawfully entitled thereto (including the applicable Borrower or substantially all of the assets its successors or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithassigns). Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The 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 set forth in clauses (a) and (b) above in this Section are solely each category. Agent shall have no obligation to determine calculate the rights and priorities among amount of any Secured Parties, Bank Product Obligation and may be changed by agreement of request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the affected Secured Partiesprovider fails to deliver the calculation within five days following request, without Agent may assume the consent of any Obligoramount is zero. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the no Borrower has any right to direct the application of any payments or Collateral proceeds subject to this Section. Notwithstanding the foregoing provisions, this Section 5.5.2 is subject to the provisions of the Existing Facility Intercreditor Agreement.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; (i) ninth, to all remaining Obligations; and (bj) with respect last, to the Proceeds of any disposition of all Borrower Agent or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined as otherwise required by the Agent and the Revolver Agent acting reasonably and in good faithApplicable Law. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section 5.6.2 are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are 5.6.2 is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 5.6.2.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on the direction of the Agent Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except FIRST, to the extent provided all costs and expenses, including Extraordinary Expenses, owing to Agent (other than costs and expenses in clause respect of Secured Bank Product Obligations); (b) belowSECOND, to all amounts owing to Agent on Swingline Loans; (Ac) firstTHIRD, ratably to pay the all amounts owing to Issuing Bank; (d) FOURTH, to all Obligations in respect constituting fees (other than Secured Bank Product Obligations); (e) FIFTH, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) SIXTH, to Cash Collateralization of any feesLC Obligations; (g) SEVENTH, expense reimbursementsto all Loans, indemnities and other amounts then due and payable to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the Agent until paid in full; amount of Reserves existing therefor; (Bh) secondEIGHTH, ratably to pay the all other Secured Bank Product Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable up to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect amount of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment of all other Obligations then due and payable until paid in fullReserves existing therefor; and (bi) with respect LAST, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they Obligations in the category shall be paid ratably among outstanding Obligations in on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the categorymethodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five Business Days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except FIRST, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent and Lenders; (b) belowSECOND, to all other amounts owing to Agent, including Swingline Loans, Protective Advances, and Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; (Ac) firstTHIRD, ratably to pay the all amounts owing to Issuing Bank on LC Obligations; (d) FOURTH, to all Obligations in respect of any (other than Secured Bank Product Obligations) constituting fees, expense reimbursementsindemnification, indemnities costs or expenses owing to Lenders; (e) FIFTH, to all Obligations (other than Secured Bank Product Obligations) constituting interest; (f) SIXTH, to Cash Collateralize all LC Obligations; (g) SEVENTH, to Revolver Loans, and other amounts then due and payable to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the Agent until paid in full; amount of Reserves existing therefor; (Bh) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixthEIGHTH, to the ratable payment of all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect LAST, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by Parent, any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (ai) except first, to Agent to pay principal and accrued interest on any portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrower; (ii) second, to Bank to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, to be shared with Lenders (other than Defaulting Lenders) that have acquired a participating interest in such Settlement Loans; (iii) third, to the extent provided in clause that the Letter of Credit Issuer has not received from any Participating Lender a payment as required by Section 1.3.7 hereof, to the Letter of Credit Issuer to pay all amounts owing to the Letter of Credit Issuer pursuant to Section 1.3.7 hereof; (biv) belowfourth, (A) first, ratably to Agent to pay the Obligations in respect amount of Extraordinary Expenses and amounts owing to Agent pursuant to Section 14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any feesIndemnified Amount that has not been paid to Agent by Obligors or Lenders, expense reimbursementstogether with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, indemnities and other amounts then to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders (other than Defaulting Lenders) for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the Agent until paid in full; extent that Lenders have not been reimbursed by Obligors therefor; (Bviii) secondeighth, ratably to the Letter of Credit Issuer to pay principal and interest with respect to Letter of Credit Outstandings (or to the Obligations extent any of the Letter of Credit Outstandings are contingent and an Event of Default then exists, deposited in respect the Cash Collateral Account to provide security for the payment of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunderthe Letter of Credit Outstandings), expense reimbursements which payment shall be shared with the Participating Lenders in accordance with Section 1.3.7(iii) hereof; (ix) ninth, to Lenders (other than Defaulting Lenders) in payment of the unpaid principal and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay accrued interest then due and payable in respect of the Term Loan until paid in full; Loans, and to Bank Product Obligations arising under Hedge Agreements (Dincluding Cash Collateralization thereof) fourth, ratably up to pay principal the amount of the Term Loan until paid in full; Bank Product Reserve existing therefor; (Ex) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixthtenth, to the ratable payment of all other Obligations then due and payable until paid in fullBank Product Obligations; and (bxi) with respect eleventh, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in such category. 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 of any Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section 4.6 are solely to determine the rights and priorities of Agent and Secured Parties as among Secured Parties, themselves and may be changed by agreement of the affected Secured Parties, Agent and Lenders without notice to or the consent or approval of Borrower or any Obligorother Person. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionSection 4.6.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default unless otherwise determined by Required Lenders, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent with respect to Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses (including Extraordinary Expenses) owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is as previously reported to Agent pursuant to the previous sentence and in the absence of such information, the Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the no Borrower has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of when an Event of DefaultDefault under Section 11.1(j) has occurred and is continuing, or when any other Event of Default has occurred and is continuing at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Revolver Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to the ratable payment of Cash Collateralize all other Obligations then due and payable until paid in fullLC Obligations; (g) seventh, to all Revolver Loans; (h) eighth, to all Secured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within three days following request, Agent may assume the amount is zero unless a prior calculation has been provided by the applicable Secured Bank Product Provider, in which case the amount set forth on such prior calculation shall be the amount of the Secured Bank Product Obligation. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each no Obligor irrevocably waives the has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything herein to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnifications, costs and expenses, including Extraordinary Expenses, owing to Agent (excluding amounts solely and exclusively related to Bank Products); (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent on Swingline Loans and payable Protective Advances; (c) third, to the Agent until paid in full; all amounts owing to Issuing Bank on LC Obligations; (Bd) secondfourth, ratably to pay the all Obligations in respect of any constituting fees (excluding any fees or premiums owed pursuant amounts relating to Section 5.2.4 hereunderBank Products), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; ; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (Ee) fifth, ratably to pay any fees or premiums owed pursuant all Obligations constituting interest (excluding amounts relating to Section 5.2.4 hereunder then due and payable until paid in full; Bank Products); (Ff) sixth, to the ratable payment provide Cash Collateral for outstanding Letters of Credit; (g) seventh, to all other Obligations then due and payable until paid in fullObligations, other than Bank Product Debt; (h) eighth, to Bank Product Debt; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithObligations constituting leases. Amounts shall be applied to payment of each category of Obligations only after set forth above until Full Payment of amounts payable from time thereof and then to time under all preceding categoriesthe next category. If amounts are insufficient to satisfy a category, they shall be paid ratably applied on a pro rata basis among outstanding the Obligations in the category. 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 each category. For any Bank Product to be included as an “Obligation” for purposes of a distribution under this Section 5.5.1, the applicable Secured Party must have previously provided written notice to Agent of (i) the existence of such Bank Product and (ii) the maximum dollar amount of obligations arising thereunder (the “Bank Product Amount”). The Bank Product Amount may be changed from time to time upon written notice to Agent by Secured Party. No Bank Product Amount may be established or increased at any time that a Default or Event of Default exists, or if a reserve in such amount would cause an Overadvance; provided however that, an increase in the value of the Bank Product Amount of any Hedging Obligation already in existence at such time will still be permitted. Amounts distributed with respect to any Bank Product Debt shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Debt. 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 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 clauses (a) and (b) above in this Section are solely to determine the rights and priorities of Agent and Lenders as among Secured Partiesthemselves, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this SectionBorrower.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on the direction of the Agent Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (ai) except FIRST, to the extent provided in clause all costs and expenses, including Extraordinary Expenses, owing to Agent (b) below, (A) first, ratably to pay the Obligations other than costs and expenses in respect of any feesSecured Bank Product Obligations); (ii) SECOND, expense reimbursementsto all amounts owing to Agent on Swingline Loans; (iii) THIRD, indemnities and other to all amounts then due and payable owing to the Agent until paid in full; Issuing Bank; (Biv) secondFOURTH, ratably to pay the all Obligations in respect of any constituting fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunderother than Secured Bank Product Obligations), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; ; (Cv) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixthFIFTH, to all Obligations (other than Secured Bank Product Obligations) constituting interest, including post-petition interest after the ratable payment commencement of an Insolvency Proceeding whether or not such interest is an allowable claim in such Insolvency Proceeding; (vi) SIXTH, to Cash Collateralization of LC Obligations; (vii) SEVENTH, to all other Loans and to Secured Bank Product Obligations then due and payable until paid in fullarising under Hedging Agreements (including Cash Collateralization thereof); and (bviii) with respect EIGHTH, to the Proceeds of any disposition of all or substantially other Secured Bank Product Obligations; (ix) LAST, to all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they Obligations in the category shall be paid ratably among outstanding Obligations in on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the categorymethodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five Business Days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed (other than any change meant to make this Section 5.7.2 apply other than during the continuance of an Event of Default) by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject (a) Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayRevolver Loans, and upon whether arising from payments by Obligors, realization on the direction Exclusive Revolver Loan/Letter of the Agent Credit Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (ai) except FIRST, to the extent provided in clause all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Agent (b) below, (A) first, ratably to pay the Obligations other than costs and expenses in respect of any feesSecured Bank Product Obligations) incurred in connection with Revolver Loans; (ii) SECOND, expense reimbursementsto all costs and expenses, indemnities including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loans; (iii) THIRD, to all amounts owing to Agent on Swingline Loans; (iv) FOURTH, to all amounts owing to Issuing Bank; (v) FIFTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations); (vi) SIXTH, to all Revolver Loans constituting interest (other than Secured Bank Product Obligations); (vii) SEVENTH, to all principal owing on Revolver Loans, to Cash Collateralization of LC Obligations and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (viii) EIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; (ix) NINTH, pro rata to all principal owing on the Term Loan and the Capital Expenditure Loans; (x) TENTH, to the payment in full of all other Obligations, in each case on Pro Rata basis among the Agent, the Lenders and the Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment of all other Obligations then due and payable until paid in fullpayable; and (xi) LAST, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Applicable Law. (b) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan and the Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Exclusive Term Loan/Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, pro rata to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Agent incurred in connection with Term Loan and the Capital Expenditure Loans; (ii) SECOND, pro rata to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders incurred in connection with Term Loan and the Capital Expenditure Loans; (iii) THIRD, pro rata to the Term Loan and the Capital Expenditure Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on the Term Loan and the Capital Expenditure Loans; and (v) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. provided, with respect to any unified realization on the Proceeds Exclusive Revolver Loan/Letter of any disposition of all or substantially all Credit Collateral and the Exclusive Term Loan/Capital Expenditure Loan Collateral, monies to be applied to the Obligations shall be allocated based on the par value of the assets or Equity Interests Exclusive Revolver Loan/Letter of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Credit Collateral and (y) the appraised value of the Exclusive Term Priority Loan/Capital Expenditure Loan Collateral. To the extent the monies received from such unified realization is less than the par value of the Exclusive Revolver Loan/Letter of Credit Collateral and the appraised value of the Exclusive Term Loan/Capital Expenditure Loan Collateral, such Proceeds and payments using such Proceeds the difference (expressed as a percentage) shall be applied in a manner mutually determined by equally to the Agent Exclusive Revolver/Letter of Credit Loan Collateral and the Revolver Agent acting reasonably Exclusive Term Loan/Capital Expenditure Loan Collateral and in good faith. Amounts such monies shall be allocated accordingly; provided, further, that amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they Obligations in the category shall be paid ratably among outstanding Obligations in on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the categorymethodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five Business Days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Revolver Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the no Borrower has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable all amounts (other than contingent obligations with respect to undrawn Letters of Credit) owing to Issuing Bank solely in respect of the Term Loan until paid in full; its capacity as Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans and to Designated Secured Bank Product Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Bank Product Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on Collateral (subject to the direction of the Agent Intercreditor Agreement), setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations constituting fees (Eother than Secured Bank Product Obligations); (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations constituting interest (Fother than Secured Bank Product Obligations); (f) sixth, to Cash Collateralization of LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the ratable payment amount of reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they Obligations in the category shall be paid ratably among outstanding Obligations in on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the categorymethodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to all Loans, to Cash Collateralize all LC Obligations and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (g) seventh, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; (h) eighth, to all remaining Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithObligors. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject to the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the Agent may, and upon the direction of the Agent or the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral as follows: (ai) except to the extent provided in clause (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment of all other Obligations then due and payable until paid in full; and (bii) with respect to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faith. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Xxxxxx has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations and FILO Loans) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due all Obligations (other than Secured Bank Product Obligations and payable until paid in full; FILO Loans) constituting interest; (Ff) sixth, to all Loans (other than all FILO Loans), to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) and LC Obligations (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (g) seventh, to the Obligations of all FILO Loans constituting fees, indemnification, costs or expenses owing to Lenders; (h) eighth, to the Obligations of all FILO Loans constituting interest; (i) ninth, to all FILO Loans; (j) tenth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bk) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. The 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 set forth in clauses (a) and (b) above in this Section are solely each category. Agent shall have no obligation to determine calculate the rights and priorities among amount of any Secured Parties, Bank Product Obligation and may be changed by agreement of request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the affected Secured Partiesprovider fails to deliver the calculation within five days following request, without Agent may assume the consent of any Obligor. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Sectionamount is zero.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Obligors, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except FIRST, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowSECOND, to all amounts owing to Agent on Swingline Loans, Protective Advances, and Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; (Ac) firstTHIRD, ratably to pay the all amounts owing to Issuing Bank; (d) FOURTH, to all Obligations in respect of any (other than Secured Bank Product Obligations) constituting fees, expense reimbursementsindemnification, indemnities costs or expenses owing to Lenders; (e) FIFTH, to all Obligations (other than Secured Bank Product Obligations) constituting interest; (f) SIXTH, to Cash Collateralize all LC Obligations; (g) SEVENTH, to all Revolver Loans, and other amounts then due and payable to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the Agent until paid in full; amount of Reserves existing therefor; (Bh) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixthEIGHTH, to the ratable payment of all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect LAST, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault monies to be applied to the Obligations, the Agent maywhether arising from payments by Obligors, and upon the direction of the Agent realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Lender has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations constituting Swap Obligations (including Cash Collateralization thereof) up to the ratable payment amount of the Availability Reserve existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five (5) days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, Parties and may be changed by agreement of the affected Secured Parties, Parties without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the no Borrower has any right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon whether arising from payments by Obligors, realization on the direction of the Agent Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except FIRST, to the extent provided all costs and expenses, including Extraordinary Expenses, owing to Agent (other than costs and expenses in clause respect of Secured Bank Product Obligations); (b) belowSECOND, to all amounts owing to Agent on Swingline Loans; (Ac) firstTHIRD, ratably to pay the all amounts owing to Issuing Bank; (d) FOURTH, to all Obligations in respect constituting fees (other than Secured Bank Product Obligations); (e) FIFTH, to all Obligations constituting interest (other than Secured Bank Product Obligations); (f) SIXTH, to Cash Collateralization of any feesLC Obligations; (g) SEVENTH, expense reimbursementsto all Loans, indemnities and other amounts then due and payable to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the Agent until paid in full; amount of Reserves existing therefor; (Bh) secondEIGHTH, ratably to pay the all other Secured Bank Product Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable up to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect amount of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment of all other Obligations then due and payable until paid in fullReserves existing therefor; and (bi) with respect LAST, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insuranceremaining Obligations.; Amounts provided, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateralfurther, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faith. Amounts that amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they Obligations in the category shall be paid ratably among outstanding Obligations in on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the categorymethodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five Business Days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of Default, monies to be applied to the Agent mayObligations, and upon the direction of the Agent whether arising from payments by Borrowers, realization on Collateral, setoff or the Required Lenders shallotherwise, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably (i) to pay interest then due all amounts owing to Issuing Bank and payable in respect of the Term Loan until paid in full; (Dii) to all Obligations constituting fees (other than Secured Bank Product Obligations); (d) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations constituting interest (Eother than Secured Bank Product Obligations); (e) fifth, ratably (i) to pay any fees or premiums owed pursuant Cash Collateralization of LC Obligations, (ii) to Section 5.2.4 hereunder then due all Loans and payable until paid (iii) to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof), in full; each case solely with respect to clause (Fiii), up to the amount of Availability Reserves existing therefor; (f) sixth, to the ratable payment of all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bg) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they Obligations in the category shall be paid ratably among outstanding on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligations in shall be calculated using the categorymethodology reported to Agent for such Obligations (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligations and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, among them without the consent of any ObligorBorrower. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any ObligorBorrower, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the Intercreditor Agreementcontrary, after the occurrence and during the continuance of an Event of DefaultDefault under Section 11.1(j), or during any other Event of Default at the Agent may, and upon the direction discretion of the Agent or Required Lenders, monies to be applied to the Required Lenders shallObligations, apply all whether arising from payments in respect of any Obligations and all proceeds of the Collateral by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:: ​ (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; ​ (b) belowsecond, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and all other amounts then due owing to Agent, including Swingline Loans, Protective Advances, and payable Loans and participations that a Defaulting Xxxxxx has failed to the Agent until paid in full; settle or fund; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in fullall amounts owing to Issuing Bank; ​ (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations (Fother than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; ​ (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the ratable payment amount of Reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. ​ Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.. ​

Post-Default Allocation. Subject Notwithstanding anything in any Loan Document to the contrary, during an Event of Default under Section 11.1(j), or during any other Event of Default at the discretion of Agent or Required Lenders, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral (subject to the Intercreditor Agreement), after the occurrence and during the continuance of an Event of Defaultsetoff or otherwise, the Agent may, and upon the direction of the Agent or the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral shall be allocated as follows: (a) except first, to the extent provided in clause all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees all amounts owing to Agent on Swingline Loans; (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (Cc) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; all amounts owing to Issuing Bank; (Dd) fourth, ratably to pay principal of the Term Loan until paid in full; all Obligations (Eother than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; all Obligations constituting interest (Fother than Secured Bank Product Obligations); (f) sixth, to Cash Collateralization of LC Obligations; (g) seventh, to all Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the ratable payment amount of reserves existing therefor; (h) eighth, to all other Obligations then due and payable until paid in fullSecured Bank Product Obligations; and (bi) with respect last, to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faithremaining Obligations. Amounts shall be applied to payment of each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. 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. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the methodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in clauses (a) and (b) above in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement of the affected Secured Parties, among them without the consent of any Obligor. Clauses (a) and (b) above in this This Section are is not for the benefit of or enforceable by any Obligor, and each Obligor Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.