Common use of Post Default Allocation of Payments Clause in Contracts

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a Lender; (c) third, to all amounts owing to Letter of Credit Issuer; (d) fourth, to all Obligations constituting fees, expense reimbursements or indemnification owing to Lenders (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 Letter of Credit Obligations; (g) seventh, to all Loans and Noticed ▇▇▇▇▇▇ (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (h) eighth, to all other Secured Bank Product Obligations (other than Noticed ▇▇▇▇▇▇ that have been reserved under clause (g) above); and (i) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Secured Bank Product Obligations shall be the maximum Secured Bank Product Obligations last reported to Agent. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by Agent, Agent may assume the amount to be distributed is the maximum Secured Bank Product Obligations last reported to Agent. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, 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 Borrower.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrarycontrary (but subject to the Intercreditor Agreement), during an Event of Default, monies to be applied all funds transferred to the ObligationsConcentration Accounts and for which the applicable Borrower has received credits, together with all monies received by the Administrative Agent, the Canadian Agent or any Lender, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) first, pro rata to all fees, indemnification, costs and expenses, expenses (including Extraordinary Expenses, ) owing to Agentthe Agents and the Co-Collateral Agents; (b) second, to all amounts owing to Agent the Agents on Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a LenderUS Revolver Overadvances, Canadian Revolver Overadvances and Protective Advances; (c) third, to all amounts Obligations constituting fees owing to Letter of Credit Issuerthe Lenders (excluding amounts relating to Bank Products); (d) fourth, to all Obligations constituting fees, expense reimbursements or indemnification owing interest on Revolver Loans (excluding amounts relating to Lenders (other than Secured Bank Product ObligationsProducts); (e) fifth, pro rata to all Obligations constituting interest principal of Revolver Loans (other than Secured excluding amounts relating to Bank Product ObligationsProducts), to all amounts owing to the Issuing Banks on US LC Obligations and Canadian LC Obligations and to provide Cash Collateral for outstanding Letters of Credit; (f) sixth, to Cash Collateralization of Letter of Credit Obligationsall other Obligations (other than Bank Product Debt); (g) seventh, to all Loans and Noticed ▇▇▇▇▇▇ (including Cash Collateralization thereof) up to the amount of Reserves existing therefor;Bank Product Debt constituting Obligations for which a Bank Product Reserve has been established; and (h) eighth, to all other Secured Bank Product Debt constituting Obligations (other than Noticed ▇▇▇▇▇▇ that have for which a Bank Product Reserve has not been reserved under clause (g) above); and (i) last, to all other Obligationsestablished. Amounts shall be applied to each category of Obligations set forth above until Full Payment the payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Secured Bank Product Debt, US LC Obligations or Canadian LC Obligations shall be the maximum Secured lesser of the applicable US LC Obligations, Canadian LC Obligations or Bank Product Obligations Amount last reported to Agentthe Agents or the actual US LC Obligations, Canadian LC Obligations or Bank Product Debt as calculated by the methodology reported to the Agents for determining the amount due. Agent The Agents shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within five days following request by Agentnotice, Agent the Agents may assume the amount to be distributed is the maximum Secured Bank Product Obligations Amount last reported to Agentit. The allocations set forth in this Section 5.5.3 are solely to determine the rights and priorities of Agent the Agents and Secured Parties the Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section 5.5.3 is not for the benefit of or enforceable by any BorrowerLoan Party.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuation of an Event of Default, the Required Lenders may elect that monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwiseotherwise (including the interest (if any) which has accrued on the amount on deposit in the Loan Proceeds Account), shall shall, to the extent elected by the Required Lenders (in writing to the Administrative Agent), be allocated as follows:follows (subject, in all respects, to the Carve-Out and the other terms of the DIP Order): (ai) firstFirst, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a Lender; (c) third, to all amounts owing to Letter payment of Credit Issuer; (d) fourth, to all that portion of the Obligations constituting fees, expense reimbursements or indemnification owing to Lenders indemnities, expenses and other amounts (other than Secured Bank Product Obligations)principal and interest, but including costs, fees and expenses of Administrative Agent’s counsel payable under the Loan Documents) payable to the Administrative Agent and the Escrow Agent pursuant to any Loan Document in their capacity as such, until paid in full; (eii) fifthSecond, to all payment of that portion of the Obligations constituting interest fees, indemnities and other amounts (other than Secured Bank Product Obligationsprincipal and interest) payable to the Lenders pursuant to any Loan Document (including costs, fees and expenses of the Lender Advisors payable hereunder), ratably among them in proportion to the amounts described in this clause (ii) payable to them, until paid in full; (fiii) sixthThird, to Cash Collateralization pay interest and principal due in respect of Letter of Credit Obligationsall Loans, until paid in full; (giv) seventhFourth, to the payment of all Loans other Obligations of the Loan Parties that are due and Noticed ▇▇▇▇▇▇ (including Cash Collateralization thereof) up payable to the amount Administrative Agent or the Escrow Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of Reserves existing thereforall such Obligations owing to the Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, until paid in full; (hv) eighthFifth, ratably to pay any Obligations that are that are due and payable to Defaulting Lenders, until paid in full; (vi) Sixth, to all pay any other Secured Bank Product Obligations until paid in full; (other than Noticed ▇▇▇▇▇▇ that have been reserved under clause (gvii) above)Seventh, to the Prepetition Administrative Agents for the payment of the Prepetition Obligations in accordance with the Prepetition Credit Agreements; and (iviii) lastLast, the balance, if any, after Payment in full of the Obligations, to all other Obligationsthe Borrower or as otherwise required by any Laws. Amounts shall be applied to each category of Obligations set forth above until Full Payment in full thereof and then to the next category. The allocations set forth in this Section 2.17(g) may be changed by agreement among the Administrative Agent, the Escrow Agent and the Lenders without the consent of any Loan Party and are subject to Section 2.20 (regarding Defaulting Lenders). If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed Appropriate adjustments shall be made with respect to any Secured Bank Product payments from other Loan Parties to preserve the allocation to Obligations shall be the maximum Secured Bank Product Obligations last reported to Agent. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by Agent, Agent may assume the amount to be distributed is the maximum Secured Bank Product Obligations last reported to Agent. The allocations otherwise set forth above in this Section are solely 2.12(g). For the avoidance of doubt, subject to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent terms of any Obligor. This Section is not for applicable intercreditor agreement, nothing contained in this Agreement shall relieve or waive payment of the benefit of or enforceable by any BorrowerPrepetition Obligations in accordance with the Prepetition Credit Agreements.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrarycontrary (but subject to the Intercreditor Agreement), during an Event of Default, monies to be applied all funds transferred to the ObligationsConcentration Accounts and for which the applicable Borrower has received credits, together with all monies received by the Administrative Agent, the Canadian Agent or any Lender, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, the Montrovest LC, setoff or otherwise, shall be allocated as follows: (a) first, pro rata to all fees, indemnification, costs and expenses, expenses (including Extraordinary Expenses, ) owing to Agentthe Agents and the Co-Collateral Agents; (b) second, to all amounts owing to Agent the Agents on Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a LenderUS Revolver Overadvances, Canadian Revolver Overadvances and Protective Advances; (c) third, to all amounts Obligations constituting fees owing to Letter of Credit Issuerthe Lenders (excluding amounts relating to Bank Products); (d) fourth, to all Obligations constituting fees, expense reimbursements or indemnification owing interest on Revolver Loans (excluding amounts relating to Lenders (other than Secured Bank Product ObligationsProducts); (e) fifth, pro rata to all Obligations constituting interest principal of Revolver Loans (other than Secured excluding amounts relating to Bank Product ObligationsProducts), to all amounts owing to the Issuing Banks on US LC Obligations and Canadian LC Obligations and to provide Cash Collateral for outstanding Letters of Credit; (f) sixth, to Cash Collateralization of Letter of Credit Obligationsall other Obligations (other than Bank Product Debt); (g) seventh, to all Loans and Noticed ▇▇▇▇▇▇ (including Cash Collateralization thereof) up to the amount of Reserves existing therefor;Bank Product Debt constituting Obligations for which a Bank Product Reserve has been established; and (h) eighth, subject to all other Secured the Intercreditor Agreement, to Bank Product Debt constituting Obligations (other than Noticed ▇▇▇▇▇▇ that have for which a Bank Product Reserve has not been reserved under clause (g) above); and (i) last, to all other Obligationsestablished. Amounts shall be applied to each category of Obligations set forth above until Full Payment the payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Secured Bank Product Debt, US LC Obligations or Canadian LC Obligations shall be the maximum Secured lesser of the applicable US LC Obligations, Canadian LC Obligations or Bank Product Obligations Amount last reported to Agentthe Agents or the actual US LC Obligations, Canadian LC Obligations or Bank Product Debt as calculated by the methodology reported to the Agents for determining the amount due. Agent The Agents shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within five days following request by Agentnotice, Agent the Agents may assume the amount to be distributed is the maximum Secured Bank Product Obligations Amount last reported to Agentit. The allocations set forth in this Section 5.5.3 are solely to determine the rights and priorities of Agent the Agents and Secured Parties the Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section 5.5.3 is not for the benefit of or enforceable by any BorrowerLoan Party.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrarycontrary (but subject to the Intercreditor Agreement), during an Event of Default, monies to be applied all funds transferred to the ObligationsConcentration Accounts and for which the applicable Borrower has received credits, together with all monies received by the Administrative Agent, the Canadian Agent or any Lender, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, the Montrovest LC, setoff or otherwise, shall be allocated as follows: (a) first, pro rata to all fees, indemnification, costs and expenses, expenses (including Extraordinary Expenses, ) owing to Agentthe Agents and the Co-Collateral Agents; (b) second, to all amounts owing to Agent the Agents on Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a LenderUS Revolver Overadvances, Canadian Revolver Overadvances and Protective Advances; (c) third, to all amounts Obligations constituting fees owing to Letter of Credit Issuerthe Lenders (excluding amounts relating to Bank Products); (d) fourth, to all Obligations constituting fees, expense reimbursements or indemnification owing interest on Revolver Loans (excluding amounts relating to Lenders (other than Secured Bank Product ObligationsProducts); (e) fifth, pro rata to all Obligations constituting interest principal of Revolver Loans (other than Secured excluding amounts relating to Bank Product ObligationsProducts), to all amounts owing to the Issuing Banks on US LC Obligations and Canadian LC Obligations and to provide Cash Collateral for outstanding Letters of Credit; (f) sixth, to Cash Collateralization of Letter of Credit Obligationsall other Obligations (other than Bank Product Debt); (g) seventh, to all Loans and Noticed ▇▇▇▇▇▇ (including Cash Collateralization thereof) up to the amount of Reserves existing therefor;Bank Product Debt constituting Obligations for which a Bank Product Reserve has been established; and (h) eighth, to all other Secured Bank Product Debt constituting Obligations (other than Noticed ▇▇▇▇▇▇ that have for which a Bank Product Reserve has not been reserved under clause (g) above); and (i) last, to all other Obligationsestablished. Amounts shall be applied to each category of Obligations set forth above until Full Payment the payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Secured Bank Product Debt, US LC Obligations or Canadian LC Obligations shall be the maximum Secured lesser of the applicable US LC Obligations, Canadian LC Obligations or Bank Product Obligations Amount last reported to Agentthe Agents or the actual US LC Obligations, Canadian LC Obligations or Bank Product Debt as calculated by the methodology reported to the Agents for determining the amount due. Agent The Agents shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product ObligationsDebt, and but may request rely upon written notice of the amount (setting forth a reasonably detailed calculation of such amount calculation) from the applicable Secured Party. If a Secured Party fails to deliver In the absence of such calculation within five days following request by Agentnotice, Agent the Agents may assume the amount to be distributed is the maximum Secured Bank Product Obligations Amount last reported to Agentit. The allocations set forth in this Section 5.5.3 are solely to determine the rights and priorities of Agent the Agents and Secured Parties the Lenders as among themselves, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section 5.5.3 is not for the benefit of or enforceable by any BorrowerLoan Party.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuation of an Event of Default, the Required Lenders may elect that monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall shall, to the extent elected by the Required Lenders (in writing to the Administrative Agent), be allocated as follows:follows (subject, in all respects, to the Carve-Out and the other terms of the DIP Order): (ai) firstFirst, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a Lender; (c) third, to all amounts owing to Letter payment of Credit Issuer; (d) fourth, to all that portion of the Obligations constituting fees, expense reimbursements or indemnification owing to Lenders indemnities, expenses and other amounts (other than Secured Bank Product Obligations)principal and interest, but including fees and expenses of Administrative Agent’s advisors payable under the Loan Documents) payable to the Agents pursuant to any Loan Document in their capacity as such, until Full Payment; (eii) fifthSecond, to all payment of that portion of the Obligations constituting interest fees, indemnities and other amounts (other than Secured Bank Product Obligationsprincipal and interest) payable to the Lenders pursuant to any Loan Document (including fees and expenses of the Specified Lender Advisors payable hereunder), ratably among them in proportion to the amounts described in this clause (ii) payable to them, until Full Payment; (fiii) sixthThird, to Cash Collateralization pay interest and principal due in respect of Letter of Credit Obligationsall Loans, until Full Payment; (giv) seventhFourth, to the payment of all Loans other Obligations of the Loan Parties that are due and Noticed ▇▇▇▇▇▇ (including Cash Collateralization thereof) up payable to the amount Agents and the other Secured Parties (other than any Defaulting Lenders) in cash on such date, ratably based upon the respective aggregate amounts of Reserves existing thereforall such Obligations owing to the Agents and the other Secured Parties (other than any Defaulting Lenders) on such date, until Full Payment; (hv) eighthFifth, ratably to pay any Obligations owing to Defaulting Lenders, until Full Payment; (vi) Sixth, subject to applicable law, including the U.S. Bankruptcy Code, and to any Bankruptcy Court approvals, if required, to all other Secured Bank Product the Pre-Petition Agents for the payment of the Pre-Petition Obligations (other than Noticed ▇▇▇▇▇▇ that have been reserved under clause (g) above)in accordance with the Pre-Petition Loan Documents; and (ivii) lastLast, the balance, if any, after Full Payment of the Obligations, to all other Obligationsthe Borrowers or as otherwise required by any applicable law or the DIP Order. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. The allocations set forth in this Section 2.18(g) may be changed by agreement among the Administrative Agent and the Lenders without the consent of any Loan Party and are subject to Section 2.21 (regarding Defaulting Lenders). If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed Appropriate adjustments shall be made with respect to any Secured Bank Product payments from other Loan Parties to preserve the allocation to Obligations shall be the maximum Secured Bank Product Obligations last reported to Agent. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by Agent, Agent may assume the amount to be distributed is the maximum Secured Bank Product Obligations last reported to Agent. The allocations otherwise set forth above in this Section are solely to determine 2.18(g). For the rights and priorities avoidance of Agent and Secured Parties as among themselvesdoubt, and may be changed by agreement among them without nothing contained in this Agreement shall relieve or waive payment of the consent of any Obligor. This Section is not for Pre-Petition Obligations in accordance with the benefit of or enforceable by any BorrowerPre-Petition Loan Documents.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuation of an Event of Default, the Requisite Lenders may elect that monies to be applied to the Obligations, whether arising from payments by Obligorsthe Credit Parties, realization on Collateral, setoff or otherwise, shall shall, to the extent elected by the Requisite Lenders (in writing to the Administrative Agent), be allocated as follows:follows (subject, in all respects, to the Carve-Out and the other terms of the DIP Order): (ai) firstFirst, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a Lender; (c) third, to all amounts owing to Letter payment of Credit Issuer; (d) fourth, to all that portion of the Obligations constituting fees, expense reimbursements or indemnification owing to Lenders indemnities, expenses and other amounts (other than Secured Bank Product Obligationsprincipal and interest, but including Attorney Costs) payable to the Agents pursuant to any Credit Document in their capacity as such, until Paid in Full;‌ (ii) Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders pursuant to any Credit Document (including Attorney Costs and fees and expenses of the Lender Advisors payable hereunder), ratably among them in proportion to the amounts described in this clause (ii) payable to them, until Paid in Full; (eiii) fifthThird, to pay interest and principal due in respect of all Loans, until Paid in Full; (iv) Fourth, to the payment of all other Obligations constituting interest of the Credit Parties that are due and payable to the Agents and the other Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agents and the other Secured Bank Product Obligations)Parties (other than any Defaulting Lenders) on such date, until Paid in Full; (fv) sixthFifth, ratably to pay any Obligations that are that are due and payable to Defaulting Lenders, until Paid in Full;‌ (vi) Sixth, to Cash Collateralization of Letter of Credit Obligationspay any other Obligations until Paid in Full; (gvii) seventhSeventh, to all Loans and Noticed ▇▇▇▇▇▇ (including Cash Collateralization thereof) up to the amount Pre-Petition Agents for the payment of Reserves existing therefor; (h) eighth, to all other Secured Bank Product the Pre- Petition Obligations (other than Noticed ▇▇▇▇▇▇ that have been reserved under clause (g) above)in accordance with the Pre-Petition Credit Agreement; and (iviii) lastLast, the balance, if any, after Payment in Full of the Obligations, to all other Obligationsthe Company or as otherwise required by any Laws. Amounts shall be applied to each category of Obligations set forth above until Payment in Full Payment thereof and then to the next category. The allocations set forth in this Section 2.12(b) may be changed by agreement among the Administrative Agent and the Lenders without the consent of any Credit Party and are subject to Section 2.19 (regarding Defaulting Lenders). If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed Appropriate adjustments shall be made with respect to any Secured Bank Product payments from other Credit Parties to preserve the allocation to Obligations shall be the maximum Secured Bank Product Obligations last reported to Agent. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by Agent, Agent may assume the amount to be distributed is the maximum Secured Bank Product Obligations last reported to Agent. The allocations otherwise set forth above in this Section are solely 2.12(b). For the avoidance of doubt, subject to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent terms of any Obligor. This Section is not for applicable intercreditor agreement, nothing contained in this Agreement shall relieve or waive payment of the benefit of or enforceable by any BorrowerPre-Petition Obligations in accordance with the Pre-Petition Credit Agreement.

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

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

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

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligorsor on behalf of any Obligor, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) with respect to monies, payments, Property or Collateral of or from any U.S. Domiciled Obligor: (i) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (bii) second, to all Extraordinary Expenses owing to any U.S. Lender; (iii) third, to all amounts owing to Agent on U.S. Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a Lender; (civ) thirdfourth, to all amounts owing to Letter U.S. Issuing Bank on account of Credit IssuerU.S. LC Obligations; (dv) fourthfifth, to all Obligations constituting fees, expense reimbursements or indemnification owing to Lenders fees (other than Secured Bank Product Obligations) owing by any U.S. Domiciled Obligor (exclusive of any such amounts owing by the Canadian Domiciled Obligors which are guaranteed by the U.S. Domiciled Obligors); (evi) fifthsixth, to all U.S. Facility Obligations constituting interest (other than Secured Bank Product Obligations) owing by any U.S. Domiciled Obligor (exclusive of any such amounts owing by the Canadian Domiciled Obligors which are guaranteed by the U.S. Domiciled Obligors); (fvii) sixthseventh, to Cash Collateralization of Letter of Credit Collateralize the U.S. LC Obligations; (gviii) seventheighth, to all U.S. Revolver Loans and Noticed ▇▇▇▇▇▇ Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the amount of Reserves reserves existing therefortherefor of any U.S. Domiciled Obligor; (hix) ninth, to all other U.S. Facility Obligations (exclusive of any such amounts owing by the Canadian Domiciled Obligors which are guaranteed by the U.S. Domiciled Obligors); and (x) tenth, ratably to be applied in accordance with clause (b) below, to the extent there are insufficient funds for the Full Payment of all Obligations owing by any Canadian Domiciled Obligor. (b) with respect to monies, payments, Property or Collateral of or from any Canadian Domiciled Obligor, together with any allocations pursuant to subclause (x) of clause (a) above: (i) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent owing by any Canadian Domiciled Obligor; (ii) second, to all Extraordinary Expenses owing to any Canadian Lender; (iii) third, to all amounts owing to Agent (acting through its Canada branch) on Canadian Swingline Loans; (iv) fourth, to all amounts owing to the Canadian Issuing Bank on account of Canadian LC Obligations; (v) fifth, to all Canadian Facility Obligations constituting fees (other than Secured Bank Product Obligations) owing by any Canadian Domiciled Obligor; (vi) sixth, to all Canadian Facility Obligations constituting interest (other than Secured Bank Product Obligations) owing by any Canadian Domiciled Obligor; (vii) seventh, to Cash Collateralize the Canadian LC Obligations; (viii) eighth, to all other Canadian Revolver Loans and Secured Bank Product Obligations arising under Hedge Agreements (other than Noticed ▇▇▇▇▇▇ that have been reserved under clause (gincluding Cash Collateralization thereof) above)up to the amount of reserves existing therefor of any Canadian Domiciled Obligor; and (iix) lastninth, to all other Canadian Facility Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to AgentAgent or the actual Secured Bank Product Obligations as calculated by the methodology reported to Agent for determining the amount due. Monies and proceeds obtained from an Obligor shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by Agent, Agent may assume the amount to be distributed is the maximum Secured Bank Product Obligations last reported to Agentzero. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Secured Parties as among themselves, 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 Borrower.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the continuation of an Event of Default, the Required DIP Lenders may elect that monies to be applied to the Obligations, whether arising from payments by Obligorsthe Loan Parties, realization on Collateral, setoff or otherwise, shall shall, to the extent elected by the Required DIP Lenders (in writing to the DIP Agent), be allocated as follows:follows (subject, in all respects, to the Carve Out and the other terms of the DIP Order): (ai) firstFirst, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) second, to all amounts owing to Agent on Swingline Loans, or on Agent Advances or other Loans for which Agent has not been reimbursed by a Lender; (c) third, to all amounts owing to Letter payment of Credit Issuer; (d) fourth, to all that portion of the Obligations constituting fees, expense reimbursements or indemnification owing to Lenders indemnities, expenses and other amounts (other than Secured Bank Product Obligations)principal and interest, but including Attorney Costs and fees and expenses of DIP Agent Counsel payable under the Loan Documents) payable to the DIP Agent pursuant to any Loan Document in their capacity as such, until paid in full; (eii) fifthSecond, to all payment of that portion of the Obligations constituting interest fees, indemnities and other amounts (other than Secured Bank Product Obligationsprincipal and interest) payable to the Lenders pursuant to any Loan Document (including Attorney Costs and fees and expenses of the Lender Advisors payable hereunder), ratably among them in proportion to the amounts described in this clause (ii) payable to them, until paid in full; (fiii) sixthThird, to Cash Collateralization pay interest and principal due in respect of Letter of Credit Obligationsall Loans, until paid in full; (giv) seventhFourth, to the payment of all Loans other Obligations of the Loan Parties that are due and Noticed ▇▇▇▇▇▇ (including Cash Collateralization thereof) up payable to the amount DIP Agent, the DIP Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of Reserves existing thereforall such Obligations owing to the DIP Agent and the other Secured Parties on such date, until paid in full; (hv) eighthFifth, to all pay any other Secured Bank Product Obligations until paid in full; (other than Noticed ▇▇▇▇▇▇ that have been reserved under clause (gvi) above)Sixth, to the Pre-Petition Administrative Agent for the payment of the Pre-Petition Obligations in accordance with the Pre-Petition Credit Agreement; and (ivii) lastLast, the balance, if any, after payment in full of the Obligations, to all other Obligationsthe Borrower or as otherwise required by any Laws. Amounts shall be applied to each category of Obligations set forth above until Full Payment paid in full thereof and then to the next category. The allocations set forth in this Section 2.10(f) may be changed by agreement among the DIP Agent and the Lenders without the consent of any Loan Party. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed Appropriate adjustments shall be made with respect to any Secured Bank Product payments from other Loan Parties to preserve the allocation to Obligations shall be the maximum Secured Bank Product Obligations last reported to Agent. Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by Agent, Agent may assume the amount to be distributed is the maximum Secured Bank Product Obligations last reported to Agent. The allocations otherwise set forth above in this Section are solely 2.10(f). For the avoidance of doubt, subject to determine the rights and priorities of Agent and Secured Parties as among themselves, and may be changed by agreement among them without the consent terms of any Obligor. This Section is not for applicable intercreditor agreement, nothing contained in this Agreement shall relieve or waive payment of the benefit of or enforceable by any BorrowerPre-Petition Obligations in accordance with the Pre-Petition Credit Agreement.