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, monies to be applied to the U.S. Obligations, whether arising from payments by U.S. Obligors, realization on U.S. Collateral, setoff or otherwise, shall be allocated, in each case, in respect of the U.S. Obligations, 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 U.S. Swingline Loans, U.S. Protective Advances, and U.S. Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; (c) third, to all amounts owing to Issuing Bank with respect to the issuance of Letters of Credit to, or at the request of, U.S. Borrowers; (d) fourth, to all U.S. Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, to all U.S. Obligations (other than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all U.S. LC Obligations; (g) seventh, to all U.S. Revolver Loans, and to Secured Bank Product Obligations arising under 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.

Post-Default Allocation for US Obligations. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the U.S. US Obligations, whether arising from payments by U.S. US Obligors, realization on U.S. US Collateral, setoff or otherwise, shall be allocated, in each case, in respect of the U.S. Obligations, allocated as follows: (a) firstFIRST, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) secondSECOND, to all amounts owing to Agent on U.S. Swingline Loans, U.S. US Protective Advances, Advances and U.S. Revolver US Term 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 with respect to the issuance of Letters of Credit to, or at the request of, U.S. Borrowers; (d) fourth, to all U.S. US Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to US Lenders; (d) FOURTH, to all US Obligations constituting interest on the US Term Loans; (e) fifthFIFTH, to all U.S. US Obligations (other than Secured Bank Product Obligations) constituting interest;principal on the US Term Loans; and (f) sixth, to Cash Collateralize all U.S. LC Obligations; (g) seventh, to all U.S. Revolver Loans, and to Secured Bank Product Obligations arising under 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) lastLAST, to all remaining U.S. US Obligations, including Obligations of US Guarantors. Amounts shall be applied to payment of each category of U.S. 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 U.S. US 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 this Section are solely to determine the rights and priorities among US Secured Parties, and may be changed by agreement of the affected US Secured Parties, without the consent of any US Obligor. This Sections 5.7.2 and 5.7.3 are Section is not for the benefit of or enforceable by any US Obligor, and each US Borrower irrevocably waives the right to direct the application of any payments or US Collateral proceeds subject to Sections 5.7.2 and 5.7.3this Section.

Post-Default Allocation for US Obligations. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the U.S. US Obligations, whether arising from payments by U.S. US Obligors, realization on U.S. US Collateral, setoff or otherwise, shall be allocated, in each case, in respect of the U.S. Obligations, allocated as follows: (a) firstFIRST, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; (b) secondSECOND, to all amounts owing to Agent on U.S. US Swingline Loans, U.S. US Protective Advances, and U.S. US 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 with in respect to the issuance of Letters of Credit to, or at the request of, U.S. BorrowersUS LC Obligations; (d) fourthFOURTH, to all U.S. US Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to US Lenders; (e) fifthFIFTH, to all U.S. US Obligations (other than Secured Bank Product Obligations) constituting interest; (f) sixthSIXTH, to Cash Collateralize all U.S. US LC Obligations; (g) seventhSEVENTH, to all U.S. US Revolver Loans, and to US Obligations consisting of Secured Bank Product Obligations arising under Hedge Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (h) eighthEIGHTH, to all other US Obligations consisting of Secured Bank Product Obligations of the U.S. Obligors; (i) ninth, to all Guaranteed Obligations; and (ji) lastLAST, to all remaining U.S. ObligationsUS Obligations including Obligations of US Guarantors. Amounts shall be applied to payment of each category of U.S. 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 U.S. US Obligations in the category. Monies and proceeds obtained from an 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 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 this Section are solely to determine the rights and priorities among US Secured Parties, and may be changed by agreement of the affected US Secured Parties, without the consent of any US Obligor. This Sections 5.7.2 and 5.7.3 are Section is not for the benefit of or enforceable by any US Obligor, and each US Borrower irrevocably waives the right to direct the application of any payments or US Collateral proceeds subject to Sections 5.7.2 and 5.7.3this Section.

Post-Default Allocation for US Obligations. Notwithstanding anything in any Loan Document to the contrary, during an Event of DefaultDefault 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 U.S. US Obligations, whether arising from payments by U.S. US Obligors, realization on U.S. US Collateral, setoff or otherwise, shall be allocated, in each case, in respect of the U.S. Obligations, 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 on U.S. Agent, US Swingline Loans, U.S. US Protective Advances, and U.S. US 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 with in respect to the issuance of Letters of Credit to, or at the request of, U.S. BorrowersUS LC Obligations; (d) fourthFOURTH, to all U.S. US Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to US Lenders; (e) fifthFIFTH, to all U.S. US Obligations (other than Secured Bank Product Obligations) constituting interest; (f) sixthSIXTH, to Cash Collateralize all U.S. US LC Obligations; (g) seventhSEVENTH, to all U.S. US Revolver Loans, and to US Obligations consisting of Secured Bank Product Obligations arising under Hedge Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor; (h) eighthEIGHTH, to all other US Obligations consisting of Secured Bank Product Obligations of the U.S. Obligors; (i) ninth, to all Guaranteed Obligations; and (ji) lastLAST, to all remaining U.S. ObligationsUS Obligations including Obligations of US Guarantors. Amounts shall be applied to payment of each category of U.S. 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 U.S. US Obligations in the category. Monies and proceeds obtained from an 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 each category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in Sections 5.7.2 and 5.7.3 this Section are solely to determine the rights and priorities among US Secured Parties, Parties and may be changed by agreement of the affected US Secured Parties, without the consent of any US Obligor. This Sections 5.7.2 and 5.7.3 are Section is not for the benefit of or enforceable by any US Obligor, and each Borrower irrevocably waives the no Obligor has any right to direct the application of any payments or US Collateral proceeds subject to Sections 5.7.2 and 5.7.3this Section.