Common use of Post-Default Allocation for US Obligations Clause in Contracts

Post-Default Allocation for US Obligations. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default under Section 12.1(j), or during any other Event of Default at the discretion of Agent or Required Lenders, monies to be applied to the US Obligations, whether arising from payments by US Obligors, realization on US Collateral, setoff or otherwise, shall be allocated as follows: (a) FIRST, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) SECOND, to all other amounts owing to Agent, US Swingline Loans, US Protective Advances, and US Revolver Loans and participations in the foregoing that a Defaulting Lender has failed to settle or fund; (c) THIRD, to all amounts owing to Issuing Bank in respect of US LC Obligations; (d) FOURTH, to all US Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to US Lenders; (e) FIFTH, to all US Obligations (other than Secured Bank Product Obligations) constituting interest; (f) SIXTH, to Cash Collateralize all US LC Obligations; (g) SEVENTH, to all US Revolver Loans, and to US Obligations consisting of Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor;

Post-Default Allocation for US Obligations. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default under Section 12.1(j), or during any other Event of Default at the discretion of Agent or Required Lenders, monies to be applied to the US Obligations, whether arising from payments by US Obligors, realization on US Collateral, setoff or otherwise, shall be allocated as follows: (a) FIRST, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) SECOND, to all other amounts owing to Agent, US Swingline Loans, US Protective Advances, and US Revolver Loans and participations in the foregoing that a Defaulting Lender ▇▇▇▇▇▇ has failed to settle or fund; (c) THIRD, to all amounts owing to Issuing Bank in respect of US LC Obligations; (d) FOURTH, to all US Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to US Lenders; (e) FIFTH, to all US Obligations (other than Secured Bank Product Obligations) constituting interest; (f) SIXTH, to Cash Collateralize all US LC Obligations; (g) SEVENTH, to all US Revolver Loans, and to US Obligations consisting of Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor;

Post-Default Allocation for US Obligations. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default under Section 12.1(j11.1(j), or during any other Event of Default at the discretion of Agent or US Required Lenders, monies to be applied to the US Obligations, whether arising from payments by US Obligors, realization on US Collateral, setoff or otherwise, shall be allocated as follows: (a) FIRSTfirst, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) SECONDsecond, to all other amounts owing to Agent, including US Swingline Loans, US Protective Advances, and US Revolver Loans and participations in the foregoing that a Defaulting Lender has failed h▇▇ ▇▇▇led to settle or fund; (c) THIRDthird, to all amounts owing to Issuing Bank in respect of US LC Obligations; (d) FOURTHfourth, to all US Obligations (other than in respect of FILO Loans and US Obligations consisting of Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to US Lenders; (e) FIFTHfifth, to all US Obligations (other than in respect of FILO Loans and US Obligations consisting of Secured Bank Product Obligations) constituting interest; (f) SIXTHsixth, to Cash Collateralize all US LC Obligations; (g) SEVENTHseventh, to all US Revolver Loans (other than FILO Loans), and to US Obligations consisting of Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (h) eighth, to all other US Obligations consisting of Secured Bank Product Obligations; (i) ninth, to all US Obligations consisting of amounts of the type payable under clauses fourth, fifth and seventh above in respect of FILO Loans, in order of priority set forth in such clauses; and (j) last, to all remaining US Obligations. Amounts shall be applied to payment of each category of US 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 US Obligations in the category. Monies and proceeds obtained from a US Obligor shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other US Obligors to preserve the allocations in any applicable category. Agent shall have no obligation to calculate the amount of any US Obligations consisting of 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 in this Section are solely to determine the priorities among US Secured Parties and may be changed by agreement of affected #523895080_v3 US Secured Parties without the consent of any US Obligor. This Section is not for the benefit of or enforceable by any US Obligor, and no US Obligor has any right to direct the application of payments or US Collateral proceeds subject to this Section.

Post-Default Allocation for US Obligations. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default under Section 12.1(j), or during any other Event of Default at the discretion of Agent or Required LendersDefault, monies to be applied to the US U.S. Obligations, whether arising from payments by US U.S. Obligors, realization on US U.S. Collateral, setoff or otherwise, shall be allocated allocated, in each case, in respect of the U.S. Obligations, as follows: (a) FIRSTfirst, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) SECONDsecond, to all other amounts owing to Agent, US Agent on U.S. Swingline Loans, US U.S. Protective Advances, and US U.S. Revolver Loans and participations in the foregoing that a Defaulting Lender ▇▇▇▇▇▇ has failed to settle or fund; (c) THIRDthird, to all amounts owing to Issuing Bank in with respect to the issuance of US LC ObligationsLetters of Credit to, or at the request of, U.S. Borrowers; (d) FOURTHfourth, to all US U.S. Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to US Lenders; (e) FIFTHfifth, to all US U.S. Obligations (other than Secured Bank Product Obligations) constituting interest; (f) SIXTHsixth, to Cash Collateralize all US U.S. LC Obligations; (g) SEVENTHseventh, to all US U.S. Revolver Loans, and to US Obligations consisting of Secured Bank Product Obligations arising under Hedging Hedge Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (h) eighth, to all other Secured Bank Product Obligations of the U.S. Obligors; (i) ninth, to all Guaranteed Obligations; and (j) last, to all remaining U.S. Obligations. Amounts shall be applied to payment of each category of U.S. 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 U.S. 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 Sections 5.7.2 and 5.7.3 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. This Sections 5.7.2 and 5.7.3 are 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 Sections 5.7.2 and 5.7.3.