Common use of Post-Default Allocation Clause in Contracts

Post-Default Allocation. (a) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the ObligationsRevolver Loans, whether arising from payments by Obligors, realization on the Exclusive Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated as follows: (a) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loans; (ii) (b)SECOND, to all amounts owing to Agent on Swingline Loans; (iii) (c)THIRD, to all amounts owing to Issuing Bank; (iv) (d)FOURTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations); (v) (e)FIFTH, to all Obligations Revolver Loans constituting interest (other than Secured Bank Product Obligations); (vi) (f)SIXTH, to Cash Collateralization of LC Obligations; (vii) (g)SEVENTH, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (viii) (h)EIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; and (ix) NINTH, pro rata to the Term Loans and Capital Expenditure Loans to the scheduled principal installments pro rata; and (x) (i)LAST, to all remaining Obligations; provided, that within each of the foregoing categories, to the extent such amounts are to be applied to any Obligations in respect of any Revolver Loans or Letters of Credit issued under any Revolving Commitments or to any Cash Collateralization in respect of any LC Obligations, such amounts shall be applied first to the Obligations or Cash Collateralization, as applicable, in respect of the Revolver Two Loans or Letters of Credit issued under the Revolving Two Commitments, until repaid in full, and then to any Obligations or Cash Collateralization, as applicable, in respect of the Revolver One Loans or Letters of Credit issued under the Revolving One Commitments; and (b) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan One and Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Primary Term Loan One and Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan One and Capital Expenditure Loans; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan One and Capital Expenditure Loans; (iii) THIRD, to all Term Loan One and Capital Expenditure Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on Term Loan One and Capital Expenditure Loans (and pro rata to the scheduled principal installments of Term Loan One); (v) FIFTH, pro rata to all Term Loan Two in accordance with Section 5.7.2(c); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. (c) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan Two, whether arising from payments by Obligors, realization on the Primary Term Loan Two Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan Two; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan Two; (iii) THIRD, to all Term Loan Two constituting interest; (iv) FOURTH, to all principal owing on Term Loan Two; (v) FIFTH, pro rata to all Term Loan One and Capital Expenditure Loans in accordance with Section 5.7.2(b); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. provided, further, that amounts shall be applied to payment of each category of Obligations only after Full Payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis. 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 Business Days following request, Agent may assume the amount is zero. The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. (a) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the ObligationsRevolver Revolver Loans, whether arising from payments by Obligors, realization on the Exclusive Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated as follows: (ai) FIRST, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Agent (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loans; (ii) SECOND, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders (b)SECONDother 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; (iiiiv) (c)THIRDFOURTH, to all amounts owing to Issuing Bank; (ivv) (d)FOURTHFIFTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations); (vvi) (e)FIFTHSIXTH, to all Obligations Revolver Loans constituting interest (other than Secured Bank Product Obligations); (vivii) (f)SIXTHSEVENTH, to all principal owing on Revolver Loans, to Cash Collateralization of LC Obligations; (vii) (g)SEVENTH, to all Revolver Loans, Obligations and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (viii) (h)EIGHTHEIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; and; (ix) NINTH, pro rata to all principal owing on the Term Loans and Loan, the Capital Expenditure Loans and the DDTLs; (x) TENTH, to the scheduled principal installments pro ratapayment 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; and (xxi) (i)LASTLAST, to the balance, if any, after all remaining Obligations; provided, that within each of the foregoing categoriesObligations have been indefeasibly paid in full, to the extent such amounts are to be applied to any Obligations in respect of any Revolver Loans Borrowers or Letters of Credit issued under any Revolving Commitments or to any Cash Collateralization in respect of any LC Obligations, such amounts shall be applied first to the Obligations or Cash Collateralization, as applicable, in respect of the Revolver Two Loans or Letters of Credit issued under the Revolving Two Commitments, until repaid in full, and then to any Obligations or Cash Collateralization, as applicable, in respect of the Revolver One Loans or Letters of Credit issued under the Revolving One Commitments; andotherwise 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 One and the Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Primary Exclusive Term Loan One and 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 One and the Capital Expenditure Loans; (ii) SECOND, pro rata to all Obligations constituting fees costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders incurred in connection with Term Loan One and the Capital Expenditure Loans; (iii) THIRD, pro rata to all the Term Loan One and the Capital Expenditure Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on the Term Loan One and the Capital Expenditure Loans (and pro rata to the scheduled principal installments of Term Loan One); (v) FIFTH, pro rata to all Term Loan Two in accordance with Section 5.7.2(c)Loans; and (viv) LAST, to all remaining Obligations other than Revolver Loans Loans, DDTLs and LC Obligations. (c) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan TwoDDTLs, whether arising from payments by Obligors, realization on the Primary Term Loan Two Exclusive DDTL 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 Twothe DDTLs; (ii) SECOND, pro rata to all Obligations constituting fees costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders incurred in connection with Term Loan Twothe DDTLs; (iii) THIRD, pro rata to all Term Loan Two the DDTLs constituting interest; (iv) FOURTH, pro rata to all principal owing on Term Loan Two; (v) FIFTH, pro rata to all Term Loan One and Capital Expenditure Loans in accordance with Section 5.7.2(b)the DDTLs; and (viv) LAST, to all remaining Obligations other than Revolver Loans, the Term Loans, the Capital Expenditure Loans and LC Obligations. ; provided, further, that amounts shall be applied to payment of each category of Obligations only after Full Payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation unified realization on the Exclusive Revolver Loan/Letter of Credit Collateral, the Exclusive Term Loan/Capital Expenditure Loan Collateral and the Exclusive DDTL Collateral, monies to be applied to the Obligations shall be calculated using allocated based on the methodology reported to Agent for par value of the Exclusive Revolver Loan/Letter of Credit Collateral and the appraised value of the Exclusive Term Loan/Capital Expenditure Loan Collateral and the Exclusive DDTL Collateral. To the extent the monies received from such Obligation (but no greater unified realization is less than the maximum amount reported par value of the Exclusive Revolver Loan/Letter of Credit Collateral and the appraised value of the Exclusive Term Loan/Capital Expenditure Loan Collateral and the Exclusive DDTL Collateral, the difference (expressed as a percentage) shall be applied equally to Agent). Agent shall have no obligation to calculate the amount Exclusive Revolver/Letter of any Secured Bank Product Obligation Credit Loan Collateral, the Exclusive Term Loan/Capital Expenditure Loan Collateral 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 this Section are solely to determine the rights and priorities among Secured PartiesExclusive DDTL Collateral, and may such monies shall be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.allocated accordingly;

Post-Default Allocation. (a) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the ObligationsRevolver LoansObligations, whether arising from payments by Obligors, realization on the Exclusive Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated allocated, subject to Section 4.5, as follows: (a) FIRSTfirst, to all all< fees, indemnification,> costs and expenses, including Extraordinary Expenses, owing to Agent (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loansany Agent; (iib) second, to pay the principal of<all amounts owing to> any <Agent on Swingline Loans, >Overadvances and<,> Protective Advances<, and Loans and participations that a Defaulting Lender has failed to settle or fund>; (b)SECONDc) third, to all amounts owing to any Agent on Swingline Loans<Issuing Bank>; (iiid) (c)THIRDfourth, to all amounts constituting fees, indemnities and other amounts<Obligations> (other than LC<Secured Bank Product> Obligations)< constituting fees, indemnification, costs or expenses> owing to any Issuing Bank<Lenders>; (ive) (d)FOURTHfifth, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations)< constituting interest>; (vf) (e)FIFTHsixth, to <Cash Collateralize >all <LC >Obligations Revolver Loans constituting interest (other than Secured Bank Product Obligations); (vig) (f)SIXTHseventh, to Cash Collateralization of LC Obligations; (viih) (g)SEVENTHeighth, to all Revolver LoansLoans <(>other than Overadvances and Protective Advances<), and to Qualified Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (viii) (h)EIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; and (ix) NINTH, pro rata to the Term Loans and Capital Expenditure Loans to the scheduled principal installments pro rata; and (x) (i)LAST, to all remaining Obligations; provided, that within each of the foregoing categories, to the extent such amounts are a Bank Product Reserve has been established with respect thereto up to be applied to any Obligations in respect of any Revolver Loans or Letters of Credit issued under any Revolving Commitments or to any Cash Collateralization in respect of any LC Obligations, such amounts shall be applied first and including the amount most recently specified to the Obligations or Cash CollateralizationAdministrative Agent pursuant to the terms hereof, as if applicable, in respect of the Revolver Two Loans or Letters of Credit issued under the Revolving Two Commitments, until repaid in full, and then to any Obligations or Cash Collateralization, as applicable, in respect of the Revolver One Loans or Letters of Credit issued under the Revolving One Commitments>; and (b) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan One and Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Primary Term Loan One and Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan One and Capital Expenditure Loans; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan One and Capital Expenditure Loans; (iii) THIRD, to all Term Loan One and Capital Expenditure Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on Term Loan One and Capital Expenditure Loans (and pro rata to the scheduled principal installments of Term Loan One); (v) FIFTH, pro rata to all Term Loan Two in accordance with Section 5.7.2(c); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. (c) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan Two, whether arising from payments by Obligors, realization on the Primary Term Loan Two Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan Two; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan Two; (iii) THIRD, to all Term Loan Two constituting interest; (iv) FOURTH, to all principal owing on Term Loan Two; (v) FIFTH, pro rata to all Term Loan One and Capital Expenditure Loans in accordance with Section 5.7.2(b); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. provided, further, that amounts shall be applied to payment of each category of Obligations only after Full Payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis. 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 Business Days following request, Agent may assume the amount is zero. The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. (a) Notwithstanding anything in any Loan Document (subject to the Intercreditor Agreement) to the contrary, during an Event of DefaultDefault 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 ObligationsRevolver LoansObligations, whether arising from payments by Obligors, realization on the Exclusive Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated as follows: (a) FIRST, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver LoansAgent; (iib) (b)SECONDSECOND, to all amounts owing to Agent on Agent, including Swingline Loans, Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (iiic) (c)THIRDTHIRD, to all amounts owing to Issuing Bank; (ivd) (d)FOURTHFOURTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations)Obligations and Obligations of any FILO Loans) constituting fees, indemnification, costs or expenses owing to Lenders; (ve) (e)FIFTHFIFTH, to all Obligations Revolver Loans constituting interest (other than Secured Bank Product Obligations)Obligations and Obligations of any FILO Loans) constituting interest; (vif) (f)SIXTHSIXTH, to Cash Collateralization of Collateralize all LC Obligations; (viig) (g)SEVENTHSEVENTH, to all Revolver Loans (other than FILO Loans), and to Secured Bank Product Obligations arising under Hedging Hedge Agreements (including Cash Collateralization thereof) up to the amount of Reserves Bank Product Reserve existing therefor; (viiih) (h)EIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; and (ix) NINTH, pro rata to the Term Loans and Capital Expenditure Loans to the scheduled principal installments pro rata; and (x) (i)LAST, to all remaining Obligations; provided, that within each of the foregoing categoriesEIGHTH, to the extent such amounts are Obligations of all FILO Loans constituting fees, indemnification, costs or expenses owing to be applied to any Obligations in respect of any Revolver Loans or Letters of Credit issued under any Revolving Commitments or to any Cash Collateralization in respect of any LC Obligations, such amounts shall be applied first to the Obligations or Cash Collateralization, as applicable, in respect of the Revolver Two Loans or Letters of Credit issued under the Revolving Two Commitments, until repaid in full, and then to any Obligations or Cash Collateralization, as applicable, in respect of the Revolver One Loans or Letters of Credit issued under the Revolving One Commitments; and (b) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan One and Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Primary Term Loan One and Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows:Lenders; (i) FIRSTNINTH, to the Obligations of all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan One and Capital Expenditure Loans; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan One and Capital Expenditure Loans; (iii) THIRD, to all Term Loan One and Capital Expenditure FILO Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on Term Loan One and Capital Expenditure Loans (and pro rata to the scheduled principal installments of Term Loan One); (v) FIFTH, pro rata to all Term Loan Two in accordance with Section 5.7.2(c); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. (c) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan Two, whether arising from payments by Obligors, realization on the Primary Term Loan Two Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan Two; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan Two; (iii) THIRD, to all Term Loan Two constituting interest; (iv) FOURTH, to all principal owing on Term Loan Two; (v) FIFTH, pro rata to all Term Loan One and Capital Expenditure Loans in accordance with Section 5.7.2(b); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. provided, further, that amounts shall be applied to payment of each category of Obligations only after Full Payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis. 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 Business Days following request, Agent may assume the amount is zero. The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. (a) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the ObligationsRevolver Revolver Loans, whether arising from payments by Obligors, realization on the Exclusive Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated as follows: (ai) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loans; (ii) (b)SECONDSECOND, to all amounts owing to Agent on Swingline Loans; (iii) (c)THIRDTHIRD, to all amounts owing to Issuing Bank; (iv) (d)FOURTHFOURTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations); (v) (e)FIFTHFIFTH, to all Obligations Revolver Loans constituting interest (other than Secured Bank Product Obligations); (vi) (f)SIXTHSIXTH, to Cash Collateralization of LC Obligations; (vii) (g)SEVENTHSEVENTH, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (viii) (h)EIGHTHEIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; and; (ix) NINTH, pro rata to the Term Loans and Capital Expenditure Loans to the scheduled principal installments pro rata; and (x) (i)LASTLAST, to all remaining Obligations; provided, that within each of the foregoing categories, to the extent such amounts are to be applied to any Obligations in respect of any Revolver Loans or Letters of Credit issued under any Revolving Commitments or to any Cash Collateralization in respect of any LC Obligations, such amounts shall be applied first to the Obligations or Cash Collateralization, as applicable, in respect of the Revolver Two Loans or Letters of Credit issued under the Revolving Two Commitments, until repaid in full, and then to any Obligations or Cash Collateralization, as applicable, in respect of the Revolver One Loans or Letters of Credit issued under the Revolving One Commitments; and; (b) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan One and Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Primary Term Loan One and Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan One and Capital Expenditure Loans; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan One and Capital Expenditure Loans; (iii) THIRD, to all Term Loan One and Capital Expenditure Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on Term Loan One and Capital Expenditure Loans (and pro rata to the scheduled principal installments of Term Loan One); (v) FIFTH, pro rata to all Term Loan Two in accordance with Section 5.7.2(c); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. (c) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan Two, whether arising from payments by Obligors, realization on the Primary Term Loan Two Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan Two; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan Two; (iii) THIRD, to all Term Loan Two constituting interest; (iv) FOURTH, to all principal owing on Term Loan Two; (v) FIFTH, pro rata to all Term Loan One and Capital Expenditure Loans in accordance with Section 5.7.2(b); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. provided, furtherthat any unified realization on the Exclusive Revolver Loan/Letter of Credit Collateral, that amounts shall Primary Term Loan One and Capital Expenditure Loan Collateral and Primary Term Loan Two Collateral, monies to be applied to payment of each category of the Obligations only after Full Payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid allocated based on a pro rata basis. 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 par value of the maximum amount reported to Agent). Agent shall have no obligation to calculate Exclusive Revolver Loan/Letter of Credit Collateral and the amount appraised value of any Secured Bank Product Obligation the Primary Term Loan One 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 this Section are solely to determine the rights Capital Expenditure Loan Collateral and priorities among Secured Parties, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.Primary Term Loan Two

Post-Default Allocation. (a) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the ObligationsRevolver Revolver Loans, whether arising from payments by Obligors, realization on the Exclusive Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated as follows: (ai) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loans; (ii) (b)SECONDSECOND, to all amounts owing to Agent on Swingline Loans; (iii) (c)THIRDTHIRD, to all amounts owing to Issuing Bank; (iv) (d)FOURTHFOURTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations); (v) (e)FIFTHFIFTH, to all Obligations Revolver Loans constituting interest (other than Secured Bank Product Obligations); (vi) (f)SIXTHSIXTH, to Cash Collateralization of LC Obligations; (vii) (g)SEVENTHSEVENTH, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (viii) (h)EIGHTHEIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; and; (ix) NINTH, pro rata to the Term Loans and Capital Expenditure Loans to the scheduled principal installments pro rata; and (x) (i)LASTLAST, to all remaining Obligations; provided, that within each of the foregoing categories, to the extent such amounts are to be applied to any Obligations in respect of any Revolver Loans or Letters of Credit issued under any Revolving Commitments or to any Cash Collateralization in respect of any LC Obligations, such amounts shall be applied first to the Obligations or Cash Collateralization, as applicable, in respect of the Revolver Two Loans or Letters of Credit issued under the Revolving Two Commitments, until repaid in full, and then to any Obligations or Cash Collateralization, as applicable, in respect of the Revolver One Loans or Letters of Credit issued under the Revolving One Commitments; and; (b) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan One and Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Primary Term Loan One and Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan One and Capital Expenditure Loans; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan One and Capital Expenditure Loans; (iii) THIRD, to all Term Loan One and Capital Expenditure Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on Term Loan One and Capital Expenditure Loans (and pro rata to the scheduled principal installments of Term Loan One); (v) FIFTH, pro rata to all Term Loan Two in accordance with Section 5.7.2(c); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. (c) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan Two, whether arising from payments by Obligors, realization on the Primary Term Loan Two Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan Two; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan Two; (iii) THIRD, to all Term Loan Two constituting interest; (iv) FOURTH, to all principal owing on Term Loan Two; (v) FIFTH, pro rata to all Term Loan One and Capital Expenditure Loans in accordance with Section 5.7.2(b); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. provided, that any unified realization on the Exclusive Revolver Loan/Letter of Credit Collateral, Primary Term Loan One and Capital Expenditure Loan Collateral and Primary Term Loan Two 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 One and Capital Expenditure Loan Collateral and Primary Term Loan Two 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 Primary Term Loan One and Capital Expenditure Loan Collateral and Primary Term Loan Two Collateral, the difference (expressed as a percentage) shall be applied equally to the Exclusive Revolver/Letter of Credit Loan Collateral, the Primary Term Loan One and Capital Expenditure Loan Collateral and Primary Term Loan Two Collateral and 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 all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis. 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 Business Days following request, Agent may assume the amount is zero. The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

Post-Default Allocation. (a) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the ObligationsRevolver LoansRevolver Loans (or the other Loans and Obligations where noted in this subsection below), whether arising from payments by Obligors, realization on the Exclusive Primary Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated as follows: (ai) FIRST, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Agent (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loans; (ii) SECOND, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders (b)SECONDother 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; (iiiiv) (c)THIRDFOURTH, to all amounts owing to Issuing Bank; (ivv) (d)FOURTHFIFTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations); (vvi) (e)FIFTHSIXTH, to all Obligations Revolver Loans constituting interest (other than Secured Bank Product Obligations); (vivii) (f)SIXTHSEVENTH, to all principal owing on Revolver Loans, to Cash Collateralization of LC Obligations; (vii) (g)SEVENTH, to all Revolver Loans, Obligations and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (viii) (h)EIGHTHEIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; and; (ix) NINTH, pro rata to all interest owing on the Term Loans and Loan, the Capital Expenditure Loans Loans, the Equipment Loan and the DDTLs; (x) TENTH, pro rata to all principal owing on the Term Loan, the Capital Expenditure Loans, the Equipment Loan and the DDTLs; (xi) ELEVENTH, to the scheduled principal installments pro ratapayment 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; and (xxii) (i)LASTLAST, to the balance, if any, after all remaining Obligations; provided, that within each of the foregoing categoriesObligations have been indefeasibly paid in full, to the extent such amounts are to be applied to any Obligations in respect of any Revolver Loans Borrowers or Letters of Credit issued under any Revolving Commitments or to any Cash Collateralization in respect of any LC Obligations, such amounts shall be applied first to the Obligations or Cash Collateralization, as applicable, in respect of the Revolver Two Loans or Letters of Credit issued under the Revolving Two Commitments, until repaid in full, and then to any Obligations or Cash Collateralization, as applicable, in respect of the Revolver One Loans or Letters of Credit issued under the Revolving One Commitments; andotherwise 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 One (or the other Loans and Capital Expenditure LoansObligations where noted in this subsection below), whether arising from payments by Obligors, realization on the Primary Term Loan One Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Agent incurred in connection with the Term Loan; (ii) SECOND, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders incurred in connection with the Term Loan; (iii) THIRD, to all Obligations constituting fees incurred in connection with the Term Loan; (iv) FOURTH, pro rata to the Term Loan constituting interest; (v) FIFTH, pro rata to all principal owing on the Term Loan; (vi) SIXTH, pro rata to all interest owing on the Revolver Loans, Equipment Loan, Capital Expenditure Loans, and DDTLs; (vii) SEVENTH, pro rata to all principal owing on the Revolver Loans, Equipment Loan, Capital Expenditure Loans, DDTLs, 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, 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; and (x) LAST, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Applicable Law. (c) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Equipment Loan and the Capital Expenditure Loans (or the other Loans and Obligations where noted in this subsection below), whether arising from payments by Obligors, realization on the Primary Equipment Loan/Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Agent incurred in connection with Term Equipment Loan One and the Capital Expenditure Loans; (ii) SECOND, to all Obligations constituting fees costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders incurred in connection with Term the Equipment Loan One and the Capital Expenditure Loans; (iii) THIRD, pro rata to all Term the Equipment Loan One and the Capital Expenditure Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on Term the Equipment Loan One and the Capital Expenditure Loans (and pro rata to the scheduled principal installments of Term Loan One)Loans; (v) FIFTH, pro rata to all interest owing on the Revolver Loans, the Term Loan Two Loan, and the DDTLs; (vi) SIXTH, pro rata to all principal owing on the Revolver Loans, the Term Loan, DDTLs, 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; (vii) SEVENTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; (viii) EIGHTH, 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 Section 5.7.2(c)the respective amounts thereof then due and payable; and (viix) LAST, the balance, if any, after all Obligations have been indefeasibly paid in full, to all remaining Obligations other than Revolver Loans and LC Obligationsthe Borrowers or as otherwise required by Applicable Law. (cd) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan TwoDDTLs (or the other Loans and Obligations where noted in this subsection below), whether arising from payments by Obligors, realization on the Primary Term Loan Two DDTL Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Agent incurred in connection with Term Loan Twothe DDTLs; (ii) SECOND, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders incurred in connection with the DDTLs; (iii) THIRD, to all Obligations constituting fees incurred in connection with Term Loan Two; (iii) THIRD, to all Term Loan Two constituting interestthe DDTLs; (iv) FOURTH, pro rata to all principal owing on Term Loan Twothe DDTLs constituting interest; (v) FIFTH, pro rata to all principal owing on the DDTLs; (vi) SIXTH, pro rata to all interest owing on the Revolver Loans, the Term Loan One Loan, the Equipment Loan, and the Capital Expenditure Loans Loan; (vii) SEVENTH, pro rata to all principal owing on the Revolver Loans, the Term Loans, the Capital Expenditure Loans, Equipment Loan, 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, 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 Section 5.7.2(b)the respective amounts thereof then due and payable; and (vix) LAST, the balance, if any, after all Obligations have been indefeasibly paid in full, to all remaining Obligations other than Revolver Loans and LC Obligationsthe Borrowers or as otherwise required by Applicable Law. provided, further, that amounts shall be applied to payment of each category of Obligations only after Full Payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation unified realization on the Primary Revolver Loan/Letter of Credit Collateral, the Primary Term Loan Collateral, the Primary Equipment Loan/Capital Expenditure Loan Collateral and the Primary DDTL Collateral, monies to be applied to the Obligations shall be calculated using allocated based on the methodology reported to Agent for par value of the Primary Revolver Loan/Letter of Credit Collateral and the appraised value of the Primary Term Loan Collateral, the Primary Equipment Loan/Capital Expenditure Loan Collateral and the Primary DDTL Collateral. To the extent the monies received from such Obligation (but no greater unified realization is less than the maximum amount reported par value of the Primary Revolver Loan/Letter of Credit Collateral and the appraised value of the Primary Term Loan Collateral, the Primary Equipment Loan/Capital Expenditure Loan Collateral and the Primary DDTL Collateral, the difference (expressed as a percentage) shall be applied equally to Agent). Agent shall have no obligation to calculate the amount Primary Revolver Loan/Letter of any Secured Bank Product Obligation Credit Collateral, the Primary Term Loan Collateral, the Primary Equipment Loan/Capital Expenditure Loan Collateral 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 this Section are solely to determine the rights and priorities among Secured PartiesPrimary DDTL Collateral, and may such monies shall be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.allocated accordingly;

Post-Default Allocation. (a) Notwithstanding anything in any Loan Document to the contrary, during During an Event of Default, monies to be applied to the ObligationsRevolver LoansObligations, whether arising from payments by Obligors, realization on the Exclusive Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated as follows: : (a) FIRSTfirst, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent Agent; (other than costs and expenses in respect of Secured Bank Product Obligationsb) incurred in connection with Revolver Loans; (ii) (b)SECONDsecond, to all amounts owing to Agent on Swingline Loans; , Protective Advances, and Loans and participations that a Defaulting Lender has failed to settle or fund; (iiic) (c)THIRDthird, to all amounts owing to Issuing Bank; Bank on LC Obligations; (ivd) (d)FOURTHfourth, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations); ) constituting fees, indemnification, costs or expenses on Tranche A Revolver Loans and Tranche A Revolver Commitments (ve) (e)FIFTHfifth, to all Obligations Revolver Loans constituting interest (other than Secured Bank Product Obligations); ) on Tranche A Revolver Loans; (vif) (f)SIXTHsixth, to Cash Collateralization of Collateralize all LC Obligations; ; (viig) (g)SEVENTHseventh, to all other Tranche A Revolver Loans, and to Secured Bank Product Obligations arising under Hedging Hedge Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; ; (viiih) eighth, to all Obligations constituting fees on Tranche B Revolver Loans and Tranche A Revolver Commitments; (h)EIGHTHi) ninth, to all Obligations constituting interest on Tranche B Revolver Loans; (j) tenth, to all Tranche B Revolver Loans; (k) eleventh, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor; and (ix) NINTH, pro rata to the Term Loans and Capital Expenditure Loans to the scheduled principal installments pro rata; and (x) (i)LAST, to all remaining Obligations; provided, that within each of the foregoing categories, to the extent such amounts are to be applied to any Obligations in respect of any Revolver Loans or Letters of Credit issued under any Revolving Commitments or to any Cash Collateralization in respect of any LC Obligations, such amounts shall be applied first to the Obligations or Cash Collateralization, as applicable, in respect of the Revolver Two Loans or Letters of Credit issued under the Revolving Two Commitments, until repaid in full, and then to any Obligations or Cash Collateralization, as applicable, in respect of the Revolver One Loans or Letters of Credit issued under the Revolving One Commitments; and (b) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan One and Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Primary Term Loan One and Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan One and Capital Expenditure Loans; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan One and Capital Expenditure Loans; (iii) THIRD, to all Term Loan One and Capital Expenditure Loans constituting interest; (iv) FOURTH, pro rata to all principal owing on Term Loan One and Capital Expenditure Loans (and pro rata to the scheduled principal installments of Term Loan One); (v) FIFTH, pro rata to all Term Loan Two in accordance with Section 5.7.2(c); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. (c) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan Two, whether arising from payments by Obligors, realization on the Primary Term Loan Two Collateral, setoff or otherwise, shall be allocated as follows: (i) FIRST, to all costs and expenses, including Extraordinary Expenses, owing to Agent incurred in connection with Term Loan Two; (ii) SECOND, to all Obligations constituting fees incurred in connection with Term Loan Two; (iii) THIRD, to all Term Loan Two constituting interest; (iv) FOURTH, to all principal owing on Term Loan Two; (v) FIFTH, pro rata to all Term Loan One and Capital Expenditure Loans in accordance with Section 5.7.2(b); and (vi) LAST, to all remaining Obligations other than Revolver Loans and LC Obligations. provided, further, that amounts shall be applied to payment of each category of Obligations only after Full Payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis. 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 Business Days following request, Agent may assume the amount is zero. The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.61 NAI-1507796678v9