Post-Default Allocation Sample Clauses
Post-Default Allocation. Subject to the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the Agent may, and upon the direction of the Agent or the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral as follows:
(a) except to the extent provided in clause (b) below, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agent until paid in full; (B) second, ratably to pay the Obligations in respect of any fees (excluding any fees or premiums owed pursuant to Section 5.2.4 hereunder), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (D) fourth, ratably to pay principal of the Term Loan until paid in full; (E) fifth, ratably to pay any fees or premiums owed pursuant to Section 5.2.4 hereunder then due and payable until paid in full; (F) sixth, to the ratable payment of all other Obligations then due and payable until paid in full; and
(b) with respect to the Proceeds of any disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance, which disposition or proceeds of insurance includes both (x) ABL Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agent and the Revolver Agent acting reasonably and in good faith. 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. The allocations set forth in clauses (a) and (b) above in this Section 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. Clauses (a) and (b) above in this Section are not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.
Post-Default Allocation. Notwithstanding anything in any Loan Document 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, 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;
(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 Hedge Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor;
(h) EIGHTH, to all other Secured Bank Product Obligations; and
(i) LAST, to all remaining Obligations. 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 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 this Section 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 Section is 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 this Section.
Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, but subject to the Intercreditor Agreement, 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) with respect to monies, payments, Property or Collateral of or from the Canadian Domiciled Obligors, together with any allocations pursuant to subclause (x) of any other clause of this Section 5.5.2:
(i) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent or any Security Trustee, to the extent owing by any of the Canadian Domiciled Obligors;
(ii) second, to all amounts owing to Canadian Swingline Lender or Agent on Canadian Swingline Loans, Canadian Protective Advances, and Canadian Revolver Loans and participations that a Defaulting Lender has failed to settle or fund;
(iii) third, to all amounts owing to Canadian Issuing Bank on Canadian LC Obligations;
(iv) fourth, to all Canadian Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing by any of the Canadian Domiciled Obligors to Lenders (exclusive of any UK Facility Obligations which are guaranteed by the Canadian Domiciled Obligors);
(v) fifth, to all Canadian Facility Obligations (other than Secured Bank Product Obligations) constituting interest owing by any of the Canadian Domiciled Obligors (exclusive of any UK Facility Obligations which are guaranteed by the Canadian Domiciled Obligors);
(vi) sixth, to Cash Collateralize all Canadian LC Obligations;
(vii) seventh, to all Canadian Revolver Loans, and to Secured Bank Product Obligations of Canadian Domiciled Obligors arising under Hedging Agreements (including Cash Collateralization thereof, but excluding any such Secured Bank Product Obligation which is a UK Facility Obligation guaranteed by any of the Canadian Domiciled Obligors) up to the amount of Canadian Availability Reserves existing therefor;
(viii) eighth, to all other Secured Bank Product Obligations of any of the Canadian Domiciled Obligors (but excluding any such Secured Bank Product Obligation which is a UK Facility Obligation guaranteed by any of the Canadian Domiciled Obligors);
(ix) ninth, to all other Canadian Facility Obligations (exclusive of any UK Facility Obligations which are guaranteed by any of the Canadian Domiciled Obligors); and
(x) tenth, to be applie...
Post-Default Allocation. 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 by Administrative Agent in its discretion.
Post-Default Allocation. (a) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Revolver Loans, whether arising from payments by Obligors, realization on the Exclusive Revolver Loan/Letter of Credit Collateral, setoff or otherwise, shall be allocated as follows:
(i) FIRST, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Agent (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loans;
(ii) SECOND, to all costs and expenses, including Extraordinary Expenses, and indemnification obligations under Section 14.2 owing to Lenders (other than costs and expenses in respect of Secured Bank Product Obligations) incurred in connection with Revolver Loans;
(iii) THIRD, to all amounts owing to Agent on Swingline Loans;
(iv) FOURTH, to all amounts owing to Issuing Bank;
(v) FIFTH, to all Obligations constituting fees incurred in connection with Revolver Loans (other than Secured Bank Product Obligations);
(vi) SIXTH, to all Revolver Loans constituting interest (other than Secured Bank Product Obligations);
(vii) SEVENTH, to all principal owing on Revolver Loans, to Cash Collateralization of LC Obligations and to Secured Bank Product Obligations arising under Hedging Agreements (including Cash Collateralization thereof) up to the amount of Reserves existing therefor;
(viii) EIGHTH, to all other Secured Bank Product Obligations up to the amount of Reserves existing therefor;
(ix) NINTH, pro rata to all principal owing on the Term Loan and the Capital Expenditure Loans;
(x) TENTH, to the payment in full of all other Obligations, in each case on Pro Rata basis among the Agent, the Lenders and the Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and
(xi) LAST, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Applicable Law.
(b) Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Term Loan and the Capital Expenditure Loans, whether arising from payments by Obligors, realization on the Exclusive Term Loan/Capital Expenditure Loan Collateral, setoff or otherwise, shall be allocated as follows:
(i) FIRST, pro rata to all costs and expenses, inclu...
Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, while an Event of Default is continuing, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows (subject to the terms of the Intercreditor Agreement):
Post-Default Allocation. Notwithstanding anything in any Loan Document 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 the Administrative Agent;
(b) second, to all amounts owing to the Administrative Agent on Loans that a Defaulting Lender has failed to fund;
(c) third, to all Obligations constituting fees, indemnification, costs or expenses owing to Lenders;
(d) fourth, to all Obligations constituting interest;
(e) fifth, to all Loans; and
(f) last, to all remaining Obligations. 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. The allocations set forth in this Section 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 Section is 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 this Section.
Post-Default Allocation. 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 in accordance with Section 4.4(c) of the Depositary Agreement.
Post-Default Allocation. 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, Protective Advances, and 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;
(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 other 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;
(i) ninth, all remaining Obligations; and
(j) last, to the Borrower.
Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, during 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 and Lenders;
(b) Second, to all other amounts owing to Agent, including Swingline Loans, Protective Advances, and Revolver Loans and participations that a Defaulting ▇▇▇▇▇▇ has failed to settle or fund;
(c) Third, to all amounts owing to Issuing Bank on LC Obligations;