Application of Payments and Proceeds. If an Event of Default has occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether from Co-Borrowers account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Co-Borrowers by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Co-Borrowers shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.

Notwithstanding any provision of this Agreement or any other Financing Document to the contrary, all payments received or collected by the Lender (including proceeds from the realization of Collateral) upon the occurrence and during the continuance of an Event of Default or after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), upon the occurrence of a termination event (as defined under a Secured Rate Contract) with the Borrower as the affected party, upon an Event of Default (as defined under a Secured Rate Contract) with respect to which the Borrower is the defaulting party under a Secured Rate Contract, or upon the designation of an early termination date with respect to any Secured Rate Contract with the Borrower as the defaulting or affected party, shall be applied as follows:

Application of Proceeds. The Administrative Agent shall apply all proceeds of Collateral to be applied to the Secured Obligations in accordance with the Collateral Documents in the following order:

Application of Proceeds. From and during the continuance of any Event of Default (other than any Specified Default during the Forbearance Period), any monies or property actually received by the Administrative Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Security Document or any other agreement with any Loan Party which secures any of the Obligations (collectively, the “Default Proceeds”), may, at the option of shall be applied by the Administrative Agent (as directed by the Majority [[Organization B:Organization]]), be applied in the following order:

Application of Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments received by Lender from or on behalf of Borrower or any guarantor during the continuance of such Event of Default against all of any part of the Obligations, and Lender shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as the Lender may deem advisable notwithstanding any previous application by the Lender.

So long as the Discharge of First Lien Debt has not occurred, the Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies (including without limitation in connection with an Insolvency or Liquidation Proceeding), shall be applied in the following order of priority:

Application of Proceeds. All monies received by the Secured Party in connection with the exercise of its remedies hereunder or otherwise in respect of the Collateral shall be applied in accordance with [Section 8(b)] of the Secured Promissory Note.

Application of Proceeds. After the exercise of remedies provided for in this Section 9.2 (or after the Term Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

Application of Payments. Each prepayment pursuant to [Section 2.4(e)(i)] shall, # so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage, and # if an Application Event shall have occurred and be continuing, be applied in the manner set forth in [Section 2.4(b)(ii)].