Common use of Post Default Allocation of Payments Clause in Contracts

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the 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 the Loan Parties, realization on Collateral, setoff or otherwise, shall, to the extent elected by the Required DIP Lenders (in writing to the DIP Agent), be allocated as follows (subject, in all respects, to the Carve Out and the other terms of the DIP Order): (i) First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs and fees 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; (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 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; (iii) Third, to pay interest and principal due in respect of all Loans, until paid in full; (iv) Fourth, to the payment of all other Obligations of the Loan Parties that are due and payable to the DIP Agent, the DIP Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the DIP Agent and the other Secured Parties on such date, until paid in full; (v) Fifth, to pay any other Obligations until paid in full; (vi) Sixth, to the Pre-Petition Administrative Agent for the payment of the Pre-Petition Obligations in accordance with the Pre-Petition Credit Agreement; and (vii) Last, the balance, if any, after payment in full of the Obligations, to the Borrower or as otherwise required by any Laws. Amounts shall be applied to each category of Obligations set forth above until 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. Appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 2.10(f). For the avoidance of doubt, subject to the terms of any applicable intercreditor agreement, nothing contained in this Agreement shall relieve or waive payment of the Pre-Petition Obligations in accordance with the Pre-Petition Credit Agreement.

Post Default Allocation of Payments. Notwithstanding anything herein to the contrary, after the occurrence and during the 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 the Loan Partiesor on behalf of any Obligor, realization on Collateral, setoff or otherwise, shall, to the extent elected by the Required DIP Lenders (in writing to the DIP Agent), shall be allocated as follows follows: (subjecta) with respect to monies, in all respectspayments, to the Carve Out and the other terms Property or Collateral of the DIP Order):or from any U.S. Domiciled Obligor: (i) Firstfirst, to payment of that portion of the Obligations constituting feesall costs and expenses, indemnitiesincluding Extraordinary Expenses, expenses and other amounts (other than principal and interest, but including Attorney Costs and fees and expenses of DIP Agent Counsel payable under the Loan Documents) payable owing to the DIP Agent pursuant to any Loan Document in their capacity as such, until paid in fullAgent; (ii) Secondsecond, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders pursuant all Extraordinary Expenses owing 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 fullU.S. Lender; (iii) Thirdthird, to pay interest and principal due in respect of all amounts owing to Agent on U.S. Swingline Loans, until paid in full; (iv) Fourthfourth, to the payment of all other Obligations of the Loan Parties that are due and payable to the DIP Agent, the DIP Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the DIP Agent and the other Secured Parties U.S. Issuing Bank on such date, until paid in fullaccount of U.S. LC Obligations; (v) Fifthfifth, to pay all Obligations constituting fees (other than Secured Bank Product Obligations) owing by any other Obligations until paid in fullU.S. Domiciled Obligor (exclusive of any such amounts owing by the Canadian Domiciled Obligors which are guaranteed by the U.S. Domiciled Obligors); (vi) Sixthsixth, 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 Pre-Petition Administrative Agent for Canadian Domiciled Obligors which are guaranteed by the payment U.S. Domiciled Obligors); (vii) seventh, to Cash Collateralize the U.S. LC Obligations; (viii) eighth, to all U.S. Revolver Loans and Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the amount of reserves existing therefor of any U.S. Domiciled Obligor; (ix) ninth, to all other U.S. Facility Obligations (exclusive of any such amounts owing by the Pre-Petition Obligations in accordance with Canadian Domiciled Obligors which are guaranteed by the Pre-Petition Credit AgreementU.S. Domiciled Obligors); and (viix) Lasttenth, the balance, if any, after payment ratably to be applied in full of the Obligationsaccordance with clause (b) below, to the Borrower or as otherwise required extent there are insufficient funds for the Full Payment of all Obligations owing by any LawsCanadian 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 Canadian Revolver Loans and Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) up to the amount of reserves existing therefor of any Canadian Domiciled Obligor; and (ix) ninth, to all other Canadian Facility Obligations. Amounts shall be applied to each category of Obligations set forth above until paid in full Full Payment 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. Appropriate Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to Agent 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 payments amounts obtained from other Loan Parties Obligors to preserve the allocation allocations in any applicable category. Agent shall have no obligation to Obligations otherwise 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 zero. The allocations set forth above in this Section 2.10(f). For are solely to determine the avoidance rights and priorities of doubtAgent and Secured Parties as among themselves, subject to and may be changed by agreement among them without the terms consent of any applicable intercreditor agreement, nothing contained in this Agreement shall relieve Obligor. This Section is not for the benefit of or waive payment of the Pre-Petition Obligations in accordance with the Pre-Petition Credit Agreementenforceable 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 the 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, to the extent elected by the Required DIP Lenders (in writing to the DIP Administrative Agent), be allocated as follows (subject, in all respects, to the Carve Carve-Out and the other terms of the DIP Order): (i) First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs and costs, fees and expenses of DIP Agent Counsel Administrative Agent’s counsel payable under the Loan Documents) payable to the DIP Administrative Agent and the Escrow Agent pursuant to any Loan 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 Loan Document (including Attorney Costs and 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; (iii) Third, to pay interest and principal due in respect of all Loans, until paid in full; (iv) Fourth, to the payment of all other Obligations of the Loan Parties that are due and payable to the DIP Agent, Administrative Agent or the DIP Escrow Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the DIP Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, until paid in full; (v) Fifth, ratably to pay any Obligations that are that are due and payable to Defaulting Lenders, until paid in full; (vi) Sixth, to pay any other Obligations until paid in full; (vivii) SixthSeventh, to the Pre-Petition Prepetition Administrative Agent Agents for the payment of the Pre-Petition Prepetition Obligations in accordance with the Pre-Petition Prepetition Credit AgreementAgreements; and (viiviii) Last, the balance, if any, after payment Payment in full of the Obligations, to the Borrower or as otherwise required by any Laws. Amounts shall be applied to each category of Obligations set forth above until paid Payment in full thereof and then to the next category. The allocations set forth in this Section 2.10(f2.17(g) may be changed by agreement among the DIP Administrative Agent, the Escrow Agent and the Lenders without the consent of any Loan PartyParty 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. Appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 2.10(f2.12(g). For the avoidance of doubt, subject to the terms of any applicable intercreditor agreement, nothing contained in this Agreement shall relieve or waive payment of the Pre-Petition Prepetition Obligations in accordance with the Pre-Petition Prepetition Credit AgreementAgreements.