Common use of Post-Default Allocation Clause in Contracts

Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, during the existence of an Event of Default 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 Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent; second, to all other amounts owing to Agent, including Swingline Loans, Protective Advances, and Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; third, to all amounts owing to Issuing Bank (other than Cash Collateralization of undrawn Letters of Credit); fourth, to all Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; fifth, to all Obligations (other than Secured Bank Product Obligations) constituting interest; sixth, to Cash Collateralize all LC Obligations; 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 with respect to such Hedging Agreements; eighth, to all other Secured Bank Product Obligations; ninth, to all remaining Obligations; and LAST, to Borrowers. Amounts shall be applied to payment of each category of 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 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 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 in this Section are solely to determine the priorities among Secured Parties and may be changed by agreement of affected Secured Parties without the consent of any Obligor. No Obligor has any right to direct the application of payments or Collateral proceeds subject to this Section 5.6.2.

Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, during the existence of an Event of Default 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 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 other amounts owing to Agent, including Swingline Loans, Protective Advances, and Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; (c) third, to all amounts owing to Issuing Bank Bank; (other than Cash Collateralization of undrawn Letters of Credit); d) fourth, to all Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, to all Obligations (other than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedging Agreements constituting Swap Obligations (including Cash Collateralization thereof) up to the amount of Reserves the Availability Reserve existing with respect to such Hedging Agreementstherefor; (h) eighth, to all other Secured Bank Product Obligations; ninthand (i) last, to all remaining Obligations; and LAST, to Borrowers. Amounts shall be applied to payment of each category of 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 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 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 (5) days following request, Agent may assume the amount is zero. The allocations in this Section are solely to determine the priorities among Secured Parties and may be changed by agreement of affected Secured Parties without the consent of any Obligor. No Obligor This Section is not for the benefit of or enforceable by any Obligor, and no Borrower has any right to direct the application of payments or Collateral proceeds subject to this Section 5.6.2.Section. 5.5.2

Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, during the existence of During an Event of Default under Section 11.1(j), or during any other Event of Default at the discretion of Agent or Required LendersDefault, 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 other amounts owing to Agent, including Agent on Swingline Loans, Protective Advances, and Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; (c) third, to all amounts owing to Issuing Bank on LC Obligations; (other than Cash Collateralization of undrawn Letters of Credit); d) fourth, to all Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; on Tranche A Revolver Loans and Tranche A Revolver Commitments (e) fifth, to all Obligations constituting interest (other than Secured Bank Product Obligations) constituting intereston Tranche A Revolver Loans; (f) sixth, to Cash Collateralize all LC Obligations; (g) seventh, 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 with respect therefor; (h) eighth, to such Hedging Agreementsall Obligations constituting fees on Tranche B Revolver Loans and Tranche A Revolver Commitments; eighth(i) 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; ninth, to all remaining Obligations; and LAST, to Borrowers. Amounts shall be applied to payment of each category of 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 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 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 in this Section are solely to determine the priorities among Secured Parties and may be changed by agreement of affected Secured Parties without the consent of any Obligor. No Obligor has any right to direct the application of payments or Collateral proceeds subject to this Section 5.6.2.61 NAI-1507796678v9

Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, during the existence of an Event of Default under Section 11.1(j), or during any other Event of Default at the discretion of Agent or Required LendersDefault, 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 other amounts owing to Agent, including Agent on Swingline Loans, Protective Advances, and Revolver Loans and participations that a Defaulting Lender has failed to settle or fund; (c) third, to all amounts owing to Issuing Bank Bank; (other than Cash Collateralization of undrawn Letters of Credit); d) fourth, to all Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Lenders; (e) fifth, to all Obligations (other than Secured Bank Product Obligations) constituting interest; (f) sixth, to Cash Collateralize all Collateralization of LC Obligations; seventh, (g) seventh to all Revolver Loans, Loans and to Secured Bank Product Obligations arising under Hedging Agreements Swaps (including Cash Collateralization thereof) up to the amount of Availability Reserves existing with respect to such Hedging Agreementstherefor; (h) eighth, to all other Secured Bank Product Obligations; ninthand (i) last, to all remaining Obligations; and LAST, to Borrowers. Amounts shall be applied to payment of each category of 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 Obligations in the category shall be paid ratably among outstanding Obligations in the categoryon a pro rata basis. 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 each category. Amounts distributed with respect to any Secured Bank Product Obligations shall be calculated using the methodology reported to Agent for such Obligations (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 Obligations and may request a reasonably detailed calculation thereof from a the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zeroequal to the amount most recently reported to the Agent. The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties Parties, and may be changed by agreement of affected Secured Parties among them without the consent of any Obligor. No This Section is not for the benefit of or enforceable by any Obligor, and each Obligor has any irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section 5.6.2Section. 5.6.3.