Common use of Post-Default Allocation Clause in Contracts

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 Administrative Agent; (b) second, to all amounts owing to Administrative Agent on any Loans fronted by it for the benefit of a Lender, Protective Advances, and Loans and participations that a Defaulting ▇▇▇▇▇▇ has failed to settle or fund; (c) third, to all Obligations constituting fees, indemnification, costs or expenses owing to Lenders; (d) fourth, to all Obligations constituting interest; and (e) last, to all remaining Obligations until Full Payment of such Obligations. Amounts shall be applied to payment of each category of Obligations only after full payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis, subject to Section 5.6.1(b). The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties, 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 Obligor, and the 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, 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 any Loans fronted by it for the benefit of a Lender, Protective Advances, and Loans and participations that a Defaulting ▇▇▇▇▇▇ Lender has failed to settle or 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 (ef) last, to all remaining Obligations until Full Payment of such Obligations. Amounts shall be applied to payment of each category of Obligations only after full payment 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 shall be paid on a pro rata basis, subject to Section 5.6.1(b)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 among them 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 the 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, 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 Obligations owing to each Agent (including on account of fees, indemnification, costs and expenses, including Extraordinary Secured Party Expenses, owing to Administrative Agent); (b) second, to all amounts owing to Administrative Agent on any Loans fronted by it for the benefit of a Lender, Protective Advances, and Loans and participations that a Defaulting ▇▇▇▇▇▇ has failed to settle or fund; (c) third, on a Pro Rata basis, to all Obligations owing to Lenders constituting fees, indemnification, costs or expenses owing to Lendersexpenses; (d) fourth, on a Pro Rata basis, to all Obligations constituting interestinterest owing to Lenders; and (e) last, to all principal on account of Loans, and any other remaining Obligations owing to the Lenders, on a Pro Rata basis, until Full Payment of such Obligations. Amounts shall be applied to payment of each category of Obligations only after full payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata Pro Rata basis, subject to Section 5.6.1(b). The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties, 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 Obligor, and the 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, during an Event of Default, monies to be applied to the ObligationsAdvances, whether arising from payments by Obligors, realization on CollateralLoan Parties, setoff or otherwise, shall be allocated as follows: (ai) first, to all fees, indemnification, costs and expenses, including Extraordinary Expensesextraordinary expenses, owing to Administrative AgentAgent incurred in connection with Advances; (bii) second, to all amounts owing to Administrative Agent on any Loans fronted by it for the benefit of a Lender, Protective Advances, and Loans and participations that a Defaulting ▇▇▇▇▇▇ has failed to settle or fund; (ciii) third, to all Obligations constituting fees, indemnification, costs or expenses amounts owing to LendersAgent on Swingline Loans; (div) fourth, to all amounts owing to Issuing Bank; (v) fifth, to all Obligations constituting fees incurred in connection with Advances; (vi) sixth, to all Advances constituting interest; ; (vii) seventh, to Cash Collateralization of LC Obligations; (viii) eighth, to all Advances, and (eix) last, to all remaining Obligations until Full Payment of such Obligations. Amounts shall be applied to payment of each category of Obligations only after full payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis, subject to Section 5.6.1(b). The allocations set forth in this Section are solely to determine the rights and priorities among Secured PartiesLenders, and may be changed by agreement among them without the consent of any ObligorLoan Party. This Section is not for the benefit of or enforceable by any ObligorLoan Party, and the 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, 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:follows (subject to the terms of the Intercreditor Agreement): (a) first, to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Administrative Agent; (b) second, to all amounts owing to Administrative Agent on any Loans fronted by it for the benefit of a Lender, Protective Advances, and Loans and participations that a Defaulting ▇▇▇▇▇▇ Lender has failed to settle or fund; (c) third, to all Obligations constituting fees, indemnification, costs or expenses owing to the Lenders; (d) fourth, to all Obligations constituting interest; (e) fifth, to all Loans; and (ef) last, to all remaining Obligations until Full Payment of such Obligations. Amounts shall be applied to payment of each category of Obligations only after full payment 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 shall be paid on a pro rata basiscategory. If the provider fails to deliver the calculation within five days following request, subject to Section 5.6.1(b)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 among them 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 the Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.