Application of Payments and Proceeds Upon Default. 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 Borrower 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 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 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of Default or after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), upon the occurrence of a termination event (as defined under a Secured Rate Contract) with the Borrower as the affected party, upon an Event of Default (as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. Each prepayment of Borrowings made pursuant to Section 2.06(b) or 2.06(c) shall be applied to such Borrowing or Borrowings of any Class as shall have been specified by the Borrower pursuant to a written notice to the Administrative Agent; provided that, in the case of any # no prepayment made pursuant to under Section 2.06(c) b) may be made of any Tranche B Loans unless prior thereto all the First-Out Loans shall have been, or substantially concurrently thereto shall be, repaid in full, # in the case of any prepayment made pursuant to Section 2.06(c) at any time when First-Out Loans are outstanding, the entire amount of such prepayment shall be applied to First-Out Loans until and unless such Loans shall have been repaid in full, and thereafter may be applied to other Classes of Loans in accordance with clause (iii) below, and # subject to [clause (ii) above], in the case of any prepayment made pursuant to Section 2.06(c) at a time when Borrowings of more than one Class are outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Borrowings pro rata based on the aggregate principal amounts of outstanding Borrowings of each such Class; provided, further, that the amounts so allocable to any Facility (other than the Tranche B Facility or the First-Out Loan Facility) may be applied to Borrowings under other Facilities if so provided in the definitive documentation establishing such Facility. Each such prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Notwithstanding anything herein to the contrary, in connection with a refinancing in full of any Facility established hereunder, any Lender may, with the consent of the Borrower, elect to accept rollover Indebtedness in lieu of all or any part of such Lender’s applicable pro rata share of any prepayment of any Borrowing made pursuant to this Section 2.06.

Application of Payments. All payments of accrued interest and/or principal and interest hereon shall be payable in lawful money of the United States and in immediately available funds. All payments received shall be applied: # first, to payment of accrued and unpaid interest, if any; # second, to payment of any outstanding principal then due, if any; # third to late charges, if any, then due and owing; # fourth, to reasonable out-of-pocket attorneys’ fees and costs of collection of the Loan; and # fifth, absent an Event of Default, to Borrower (and otherwise to reduce the outstanding principal balance of the Note until such principal shall have been fully repaid); provided, however, following an Event of Default and until cured, if cured and if Lender accepts the cure, all payments shall be applied in any order determined by Lender in its sole discretion. All payments due hereunder shall be made without offset, demand (unless expressly required by this Agreement or another Loan Document), counterclaim, deduction, abatement, defense or recoupment, each of which Borrower hereby waives; provided payment shall not be deemed a waiver of defenses or counterclaims.