Common use of Application of Payments and Proceeds Upon Default Clause in Contracts

Application of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing (or at any time on the terms set forth in Section 6.3(c), regardless of whether an Event of Default exists), Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise (collectively, the “Proceeds of Collection”), to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower 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 anything to the contrary in this Agreement or the other Loan Documents, the Proceeds of Collection shall upon receipt by Bank be paid to and applied as follows: First, to the payment of then outstanding Bank Expenses, including all amounts expended by Bank to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances; Second, to the payment of all accrued and unpaid interest owing to Bank on the Revolving Line; Third, to the payment of the outstanding principal owing to Bank on the Revolving Line; Fourth, to the payment of the premiums or early termination fees (if applicable) owing to Bank on the Revolving Line; Fifth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Revolving Line (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Sixth, to the payment of all accrued and unpaid interest owing to Bank on the Term Loan Advances; Seventh, to the payment of the outstanding principal owing to Bank on the Term Loan Advances; Eighth, to the payment of the outstanding premiums (if any), the Final Payment and Prepayment Fee (as applicable), owing to Bank on the Term Loan Advances; Ninth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Term Loan Advances (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Tenth, to the payment of all outstanding and unpaid Obligations owing to Bank under Bank Services Agreements (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Eleventh, to the payment of all other outstanding and unpaid Obligations owing to Bank (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); and Twelfth, to Borrower, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.

Application of Payments and Proceeds Upon Default. If Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default has occurred Default, (a) Borrower irrevocably waives the right to direct the application of any and is continuing (or all payments at any time or times thereafter received by Agent from or on behalf of Borrower of all or any part of the Obligations, and, as between Borrower on the terms set forth in Section 6.3(c)one hand and Agent and Lenders on the other, regardless of whether an Event of Default exists), Bank Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any order any funds in its possessionprevious application by Agent, whether from Borrower account balances, payments, and (b) the proceeds realized as the result of any collection of Accounts sale of, or other disposition realization upon all or any part of the Collateral, or otherwise (collectively, the “Proceeds of Collection”)Collateral shall be applied: first, to the Obligations. Bank shall pay any surplus Lender Expenses; second, to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower 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 accrued and unpaid interest on the Obligations by (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the purchase price Obligations outstanding; and fourth, to any other indebtedness or deferring obligations of Borrower owing to Agent or any Lender under the reduction Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of the Obligations until Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the actual receipt Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by Bank Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of cash thereforscheduled payments made on any date or dates, then such Lender shall remit to the Agent or other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Agent. Any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lender’s claims. To the extent any payment for the account of Borrower is required to be returned as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for the Agent and other Lenders for purposes of perfecting Agent’s security interest therein. Notwithstanding anything to the contrary in this Agreement or herein, any warrants issued to the other Loan DocumentsLenders by Borrower, the Proceeds of Collection shall upon receipt stock issuable thereunder, any equity securities purchased by Bank be Lenders, any amounts paid to and applied as follows: Firstthereunder, to the payment of then outstanding Bank Expenses, including all amounts expended by Bank to preserve the value of the Collateral, of foreclosure or suit, if anyany dividends, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances; Second, in connection therewith shall not be subject to the payment terms and conditions of all accrued and unpaid interest owing to Bank on the Revolving Line; Thirdthis Agreement. Nothing herein shall affect any Lender’s rights under any such warrants, to the payment of the outstanding principal owing to Bank on the Revolving Line; Fourth, to the payment of the premiums or early termination fees (if applicable) owing to Bank on the Revolving Line; Fifth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Revolving Line (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Sixth, to the payment of all accrued and unpaid interest owing to Bank on the Term Loan Advances; Seventh, to the payment of the outstanding principal owing to Bank on the Term Loan Advances; Eighth, to the payment of the outstanding premiums (if any), the Final Payment and Prepayment Fee (as applicable), owing to Bank on the Term Loan Advances; Ninth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Term Loan Advances (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Tenth, to the payment of all outstanding and unpaid Obligations owing to Bank under Bank Services Agreements (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Eleventh, to the payment of all other outstanding and unpaid Obligations owing to Bank (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); and Twelfth, to Borrower, its successors and assignsstock, or other equity securities to whomsoever may be lawfully entitled to receive the sameadminister, manage, transfer, assign, or exercise such warrants, stock, or other equity securities for its own account.

Application of Payments and Proceeds Upon Default. Unless an Event of Default has occurred and is continuing, Purchaser may apply any funds in its possession, whether from Guarantor account balances, payments, or proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, first, to Purchaser Expenses, including without limitation, the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Purchaser in the exercise of its rights under this Agreement; second, to the interest due upon any of the Liabilities; and third, to the principal of the Liabilities and any applicable fees and other charges, in such order as Purchaser shall determine in its sole discretion. Any surplus shall be paid to Guarantor or other Persons legally entitled thereto; Guarantor shall remain liable to Purchaser for any deficiency. If an Event of Default has occurred and is continuing (or at any time on the terms set forth in Section 6.3(c)continuing, regardless of whether an Event of Default exists), Bank shall have the right to Purchaser may apply in any order any funds in its possession, whether from Borrower Guarantor account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise (collectively, the “Proceeds of Collection”)otherwise, to the ObligationsLiabilities in such order as Purchaser shall determine in its sole discretion. Bank Any surplus shall pay any surplus be paid to Borrower by credit to the Designated Deposit Account Guarantor or to other Persons legally entitled thereto; Borrower Guarantor shall remain liable to Bank Purchaser for any deficiency. If BankPurchaser, in its good faith business judgment, directly or indirectly, indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank Purchaser shall have the option, exercisable at any time, of either reducing the Obligations Liabilities by the principal amount of the purchase price or deferring the reduction of the Obligations Liabilities until the actual receipt by Bank Purchaser of cash therefor. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Proceeds of Collection shall upon receipt by Bank be paid to and applied as follows: First, to the payment of then outstanding Bank Expenses, including all amounts expended by Bank to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances; Second, to the payment of all accrued and unpaid interest owing to Bank on the Revolving Line; Third, to the payment of the outstanding principal owing to Bank on the Revolving Line; Fourth, to the payment of the premiums or early termination fees (if applicable) owing to Bank on the Revolving Line; Fifth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Revolving Line (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Sixth, to the payment of all accrued and unpaid interest owing to Bank on the Term Loan Advances; Seventh, to the payment of the outstanding principal owing to Bank on the Term Loan Advances; Eighth, to the payment of the outstanding premiums (if any), the Final Payment and Prepayment Fee (as applicable), owing to Bank on the Term Loan Advances; Ninth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Term Loan Advances (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Tenth, to the payment of all outstanding and unpaid Obligations owing to Bank under Bank Services Agreements (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Eleventh, to the payment of all other outstanding and unpaid Obligations owing to Bank (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); and Twelfth, to Borrower, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.

Application of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing (continuing, Agent shall apply any payments made by any Loan Party or at any time on the terms set forth in Section 6.3(c), regardless of whether an Event of Default exists), Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise (collectively, other exercise of secured party remedies pursuant to the “Proceeds of Collection”)Loan Documents, to the Obligations. Bank shall pay , as follows: First, to that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Secured Party Expenses incurred by Agent) due to Agent in its capacity as such, until paid in full; Second, to all advances made by Agent or any surplus Lender to Borrower by credit protect, preserve or defend the Collateral until repaid in full; Third, to that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, fees and other Obligations expressly described below) payable to the Designated Deposit Account Lenders ratably among the Lenders in proportion to the respective interests until paid in full; Fourth, to that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among Lenders in proportion to the respective interests until paid in full; Fifth, to that portion of the Obligations constituting unpaid Final Payment or Prepayment Fee, ratably among the Lenders in proportion to their respective interests until paid in full; Sixth, to that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective interests until paid in full; Seventh, to all other Persons legally entitled theretoObligations that are due and payable to Agent, in its capacity as such, and Lenders, or any of them, on such date, ratably among Agent and Lenders in proportion to the respective interests until paid in full; Borrower and Eighth, the balance, if any, to Borrowers or as otherwise required by applicable law. Borrowers shall remain liable to Bank Agent and Lenders for any deficiency. If BankAgent, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank Agent 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 Agent of cash or immediately available funds therefor. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Proceeds of Collection shall upon receipt by Bank be paid to and applied as follows: First, to the payment of then outstanding Bank Expenses, including all amounts expended by Bank to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances; Second, to the payment of all accrued and unpaid interest owing to Bank on the Revolving Line; Third, to the payment of the outstanding principal owing to Bank on the Revolving Line; Fourth, to the payment of the premiums or early termination fees (if applicable) owing to Bank on the Revolving Line; Fifth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Revolving Line (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Sixth, to the payment of all accrued and unpaid interest owing to Bank on the Term Loan Advances; Seventh, to the payment of the outstanding principal owing to Bank on the Term Loan Advances; Eighth, to the payment of the outstanding premiums (if any), the Final Payment and Prepayment Fee (as applicable), owing to Bank on the Term Loan Advances; Ninth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Term Loan Advances (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Tenth, to the payment of all outstanding and unpaid Obligations owing to Bank under Bank Services Agreements (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Eleventh, to the payment of all other outstanding and unpaid Obligations owing to Bank (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); and Twelfth, to Borrower, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.

Application of Payments and Proceeds Upon Default. Unless an Event of Default has occurred and is continuing, Bank may apply any funds in its possession, whether from Guarantor account balances, payments, or proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, first, to Bank Expenses, including without limitation, the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Bank in the exercise of its rights under this Agreement; second, to the interest due upon any of the Liabilities; and third, to the principal of the Liabilities and any applicable fees and other charges, in such order as Bank shall determine in its sole discretion. Any surplus shall be paid to Guarantor or other Persons legally entitled thereto; Guarantor shall remain liable to Bank for any deficiency. If an Event of Default has occurred and is continuing (or at any time on the terms set forth in Section 6.3(c), regardless of whether an Event of Default exists)continuing, Bank shall have the right to may apply in any order any funds in its possession, whether from Borrower Guarantor account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise (collectively, the “Proceeds of Collection”)otherwise, to the Obligations. Liabilities in such order as Bank shall pay any determine in its sole discretion. Any surplus shall be paid to Borrower by credit to the Designated Deposit Account Guarantor or to other Persons legally entitled thereto; Borrower Guarantor shall remain liable to Bank for any deficiency. If Bank, in its good faith business judgment, directly or indirectly, 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 Liabilities by the principal amount of the purchase price or deferring the reduction of the Obligations Liabilities until the actual receipt by Bank of cash therefor. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Proceeds of Collection shall upon receipt by Bank be paid to and applied as follows: First, to the payment of then outstanding Bank Expenses, including all amounts expended by Bank to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances; Second, to the payment of all accrued and unpaid interest owing to Bank on the Revolving Line; Third, to the payment of the outstanding principal owing to Bank on the Revolving Line; Fourth, to the payment of the premiums or early termination fees (if applicable) owing to Bank on the Revolving Line; Fifth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Revolving Line (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Sixth, to the payment of all accrued and unpaid interest owing to Bank on the Term Loan Advances; Seventh, to the payment of the outstanding principal owing to Bank on the Term Loan Advances; Eighth, to the payment of the outstanding premiums (if any), the Final Payment and Prepayment Fee (as applicable), owing to Bank on the Term Loan Advances; Ninth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Term Loan Advances (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Tenth, to the payment of all outstanding and unpaid Obligations owing to Bank under Bank Services Agreements (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Eleventh, to the payment of all other outstanding and unpaid Obligations owing to Bank (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); and Twelfth, to Borrower, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.

Application of Payments and Proceeds Upon Default. If Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default has occurred Default, (a) Borrower irrevocably waives the right to direct the application of any and is continuing (or all payments at any time or times thereafter received by Collateral Agent from or on behalf of Borrower of all or any part of the Obligations, and, as between Borrower on the terms set forth in Section 6.3(c)one hand and Collateral Agent and Lenders on the other, regardless of whether an Event of Default exists), Bank Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Collateral Agent may deem advisable notwithstanding any order any funds in its possessionprevious application by Collateral Agent, whether from Borrower account balancesand (b) unless the Collateral Agent and the Lenders shall agree otherwise, payments, the proceeds realized as the result of any collection of Accounts sale of, or other disposition realization upon all or any part of the Collateral, or otherwise (collectively, the “Proceeds of Collection”)Collateral shall be applied: first, to the Obligations. Bank shall pay any surplus Lenders’ Expenses; second, to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower 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 accrued and unpaid interest on the Obligations by (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the purchase price Obligations outstanding; and fourth, to any other indebtedness or deferring obligations of Borrower owing to Collateral Agent or any Lender under the reduction of the Obligations until the actual receipt by Bank of cash therefor. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Proceeds of Collection . Any balance remaining shall upon receipt by Bank be paid delivered to and applied as follows: First, to the payment of then outstanding Bank Expenses, including all amounts expended by Bank to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances; Second, to the payment of all accrued and unpaid interest owing to Bank on the Revolving Line; Third, to the payment of the outstanding principal owing to Bank on the Revolving Line; Fourth, to the payment of the premiums or early termination fees (if applicable) owing to Bank on the Revolving Line; Fifth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Revolving Line (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Sixth, to the payment of all accrued and unpaid interest owing to Bank on the Term Loan Advances; Seventh, to the payment of the outstanding principal owing to Bank on the Term Loan Advances; Eighth, to the payment of the outstanding premiums (if any), the Final Payment and Prepayment Fee (as applicable), owing to Bank on the Term Loan Advances; Ninth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Term Loan Advances (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Tenth, to the payment of all outstanding and unpaid Obligations owing to Bank under Bank Services Agreements (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Eleventh, to the payment of all other outstanding and unpaid Obligations owing to Bank (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); and Twelfth, to Borrower, its successors and assigns, Borrower or to whomsoever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the sameforegoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of Borrower is required to be returned as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interest therein.

Application of Payments and Proceeds Upon Default. If During the continuance of an Event of Default Default, Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. All payments received by Agent in respect of the Obligations after any or all of the Obligations have been accelerated (so long as such acceleration has occurred and is continuing (or at any time on the terms set forth in Section 6.3(cnot been rescinded), regardless of whether an Event of Default exists), Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, including proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise (collectively, the “Proceeds of Collection”), to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower 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 anything to the contrary in this Agreement or the other Loan Documents, the Proceeds of Collection shall upon receipt by Bank be paid to and applied as follows: (i) First, to the payment of then outstanding Bank Expenses, including all amounts expended by Bank to preserve the value that portion of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper Obligations constituting fees, expensesindemnities, liability expenses and advancesother amounts (other than principal and interest, but including Lender Expenses) payable to the Agent in its capacity as such; (ii) Second, to the payment of all that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including Lender Expenses) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; (iii) Third, to payment of that portion of the Obligations constituting accrued and unpaid interest owing to Bank on the Revolving Line; ThirdTerm Loan and any fees or premiums (including the Prepayment Premium), ratably among the Lenders in proportion to the payment of the outstanding principal owing respective amounts described in this clause Third payable to Bank on the Revolving Linethem; (iv) Fourth, to the payment of that portion of the premiums Obligations constituting unpaid principal of the Term Loan and any breakage, termination or early termination fees other payment Obligations, ratably among the Lender in proportion to the respective amounts described in this clause Fourth payable to them; (if applicablev) owing to Bank on the Revolving Line; Fifth, to the payment of all other outstanding Obligations (other than a Defaulting Lender) that are due and unpaid payable to the Agent and the other Secured Parties on such date), in each case, ratably based upon the respective aggregate amounts of all such Obligations owing to Bank under the Revolving Line Agent and the other Secured Parties on such date; (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); vi) Sixth, to the payment of all accrued and unpaid interest owing any Obligations owed to Bank on the Term Loan Advances; Seventh, to the payment of the outstanding principal owing to Bank on the Term Loan Advances; Eighth, to the payment of the outstanding premiums (if any), the Final Payment and Prepayment Fee (as applicable), owing to Bank on the Term Loan Advances; Ninth, to the payment of all other outstanding and unpaid Obligations owing to Bank under the Term Loan Advances (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Tenth, to the payment of all outstanding and unpaid Obligations owing to Bank under Bank Services Agreements (including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Eleventh, to the payment of all other outstanding and unpaid Obligations owing to Bank (including indemnification claims not otherwise satisfied pursuant to the preceding clauses)Defaulting Lenders; and Twelfth, to Borrower, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.-53-