Common use of Application of Proceeds; Deficiency Clause in Contracts

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period is then in effect, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgor’s general operating account with the Administrative Agent. The Pledgors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor AgreementPeriod, be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period is then in effect, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such PledgorGrantor’s general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement, subject to the Intercreditor Agreement; provided that, so long as no Event of Default has occurred and is continuing, and no Cash Dominion Period is then in effect, collections which are received into the Collection Account shall be deposited into the BorrowerCompany’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During At any Cash Dominion Period, time that an Event of Default has occurred and is continuing the Administrative Agent shall may require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 2.10(b) of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shallshall be applied, subject to the terms of the ABL Intercreditor Agreement be applied Agreement, in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgorthe Company’s general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party Lender to collect such deficiency.

Application of Proceeds; Deficiency. Subject to the Intercreditor Agreement (a) All for so long as the Intercreditor Agreement is in effect), all amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit AgreementAgreement at all times when a Cash Dominion Period is in effect; provided that, so long as no Cash Dominion Period is then in effector Event of Default exists, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the The Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest non‑interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such PledgorGrantor’s general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit AgreementAgreement (the “Dominion”); provided that, so long as at any time that Availability plus Perfected Cash is at least $15,000,000 for a period of 60 consecutive days and no Cash Default or Event of Default has occurred and is continuing, the Dominion Period is then shall cease and the Administrative Agent shall deposit all amounts received in effect, collections which are received into the Collection Account shall be deposited into in accordance with the Borrower’s Funding Account rather than being used to reduce amounts owing under written instructions unless and until an Event of Default or a Liquidity Event subsequently occurs in which case the Credit AgreementDominion shall again become effective. During any Cash Dominion Period, the The Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgorthe Borrower’s general operating account with identified to the Administrative AgentAgent by the Borrower. The Pledgors Grantors shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party Lender to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts Collections which are deposited in the Collection Account into Controlled Accounts shall, at any time during any a Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection AccountPeriod, be applied (and allocated) by the Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period . At any time that an Event of Default has occurred and is then in effect, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Periodcontinuing, the Administrative Agent shall may require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgorthe Borrower’s general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party Lender to collect such deficiency. (b) Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of proceeds by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Default has occurred and is continuing and a Cash Dominion Period is then not otherwise in effect, collections which are received into the Collection Account shall be deposited into the Borrowerapplicable Grantor’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the The Administrative Agent shall require all other cash proceeds of the CollateralCollateral or other assets, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest non‑interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such PledgorGrantor’s general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency. For purposes of Section 2.10(b) of the Credit Agreement, full cash dominion shall be deemed to be in effect pursuant to Section 7.3 during any Cash Dominion Period.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection AccountAccounts, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided thatprovided, that so long as no Cash a Dominion Trigger Period is then not currently in effect, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the The Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest non‑interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such PledgorGrantor’s general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Trigger Period is then in effectoccurring, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the The Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, Collateral to be deposited in a special non-interest bearing cash collateral account with Collateral Deposit Account, Lock Box, or the Administrative Agent and held there as security for the Secured ObligationsCollection Account. During any Cash Dominion Period, no Pledgor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgor’s general operating an account with specified by the Administrative AgentGrantors. The Pledgors Grantors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency. Notwithstanding the foregoing, the Administrative shall have the right (to be exercised in its sole and absolute discretion) to decline to exercise cash dominion under this Section 5.3 notwithstanding that a Cash Dominion Trigger Period is occurring; provided that any determination by the Administrative Agent to not exercise cash dominion shall not impair the rights of the Administrative Agent to exercise cash dominion in the future, whether during such Cash Dominion Trigger Period or any future Cash Dominion Trigger Period.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited in immediately available funds to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period Liquidity Event has occurred and no Event of Default has occurred and is then in effectcontinuing, any collections which are received into the Collection Account shall be deposited into the BorrowerBorrower Representative’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion PeriodFrom and after an Event of Default and during continuance thereof, the Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgorthe Borrower Representative’s general operating account with the Administrative AgentChase. The Pledgors Grantors shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party Lender to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Noteholder Collateral Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) the Intercreditor Agreement. Subject to the terms, conditions and provisions of the Credit Intercreditor Agreement; provided that, so long as no Cash Dominion Period is then in effect, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the Administrative Noteholder Collateral Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Secured Obligations or the ABL Obligations pursuant to Section 2.11 of the Credit Intercreditor Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Noteholder Collateral Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Intercreditor Agreement unless a court of competent jurisdiction shall otherwise direct. Subject to the terms, conditions and provisions of the Intercreditor Agreement, the balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Noteholder Collateral Agent into such Pledgorthe Company’s general operating account with the Administrative Agentaccount. The Pledgors Grantors shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative the Noteholder Collateral Agent or any other Noteholder Secured Party to collect such deficiency. (b) Upon the ABL Obligations Payment Date, (i) the provisions in Section 7.3(a) above shall automatically terminate, (ii) the Noteholder Collateral Agent agrees to terminate any Deposit Account Control Agreements applicable to the Concentration Account and any other Deposit Account set up for full cash dominion and (iii) the Noteholder Collateral Agent shall enter into one or more new springing cash dominion Deposit Account Control Agreements with respect to the Concentration Account and any such other Deposit Account that is set up for full cash dominion.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent Lender in accordance with Section 2.18 2.17 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent Lender in accordance with Section 2.10(b2.09(b) of the Credit Agreement; provided that, so long until such time as no Cash Dominion Period is then Lender, in effectits Permitted Discretion, elects to apply amounts deposited in the Collection Account in accordance with Section 2.09(b) of the Credit Agreement during a Trigger Period, collections which are received into the Collection Account shall be deposited into the Borrower’s Grantors’ Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the Administrative Agent The Lender shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 2.10 of the Credit Agreement, to be deposited in a special non-interest non‑interest bearing cash collateral account with the Administrative Agent Lender and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 2.17 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent Lender into such PledgorGrantor’s general operating account with the Administrative AgentLender. The Pledgors Grantors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party the Lender to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited in immediately available funds to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period Event of Default has occurred and is then continuing, and Average 30-Day Availability is in effectexcess of $10,000,000, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion PeriodSo long as full cash dominion is in effect, the Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured ObligationsObligations and disbursed in accordance with the Credit Agreement. During any Cash Dominion Period, no Pledgor The Grantor shall have any no control whatsoever over said cash collateral account. During any Cash Dominion Period, any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgorthe Grantor’s general operating account with the Administrative Agent. The Pledgors Grantor shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party Lender to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period Default has occurred and is then in effectcontinuing, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. During any Cash Dominion PeriodAfter maturity of the Obligations, whether by acceleration or otherwise, the Administrative Agent shall may require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Guaranteed Obligations. During any Cash Dominion Period, no Pledgor The Grantor shall have any no control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Guaranteed Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgorthe Grantor’s general operating account with the Administrative Agent. The Pledgors Grantor shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Guaranteed Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party Lender to collect such deficiency.

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any (and amounts on deposit in the Investment Cash Account after the occurrence of a Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, Trigger Event) shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period is then Trigger Event has occurred, (x) proceeds from the sale of the Company’s Equity Interests or received in effectconnection with a Going Public Transaction or from any capital contribution and (y) proceeds of Revolving Loans, collections which are received into in each case, may be held on deposit in the Collection Account shall be deposited into the Borrower’s Funding Investment Cash Account rather than being swept to the Collection Account to be used to reduce amounts owing under the Credit Agreement. During any Cash Dominion Period, the The Administrative Agent shall require all other cash proceeds of the Collateral, Collateral which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special cash collateral account (which may be non-interest bearing cash collateral account bearing) with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgor’s the Borrowers’ general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency. Notwithstanding the foregoing, in no event shall the Loan Parties deposit the proceeds of the SBA PPP Loan in the Collection Account or any other deposit account that is subject to a Deposit Account Control Agreement.”

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 2.17(b) of the Credit Agreement and shall, after having been credited to the Collection Account, be made available to and applied (and allocated) by the Administrative Agent in accordance with Section 2.10(b2.11(c) of the Credit Agreement, subject to the Intercreditor Agreement; provided that during any Full Cash Dominion Period, after such application, so long as no Event of Default has occurred and is continuing, the balance, if any remaining shall be deposited into an account of the Borrower designated for such purposes by written notice by the Borrower to the Administrative Agent (the “Designated Account”); provided, further, that, so long as no Event of Default has occurred and is continuing, and no Full Cash Dominion Period is then in effect, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Designated Account rather than being used to reduce amounts owing under the Credit Agreement. During At any Cash Dominion Periodtime that an Event of Default has occurred and is continuing, the Administrative Agent shall may require all other cash proceeds of the Collateral, Collateral which are not required to be applied to the Obligations pursuant to Section 2.11 2.17(b) of the Credit Agreement, Agreement (including any such proceeds not required to be swept into the Collection Account) to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral, and any other proceeds of Collateral shallreceived by the Administrative Agent hereunder, shall be applied, subject to the terms of the ABL Intercreditor Agreement be applied Agreement, in the order set forth in Section 2.18 2.17(b) of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgorthe Borrower’s general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency.24 509265-2041-31480247.14

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, notwithstanding the foregoing, so long as no Cash Dominion Period Default has occurred and is then continuing and Availability is in effectexcess of $10,000,000, collections which are received into the Collection Account shall instead be deposited into the Borrower’s Funding Account rather than being used applied (and allocated) pursuant to reduce amounts owing under Section 2.10(b) of the Credit Agreement. During any Cash Dominion Period, the The Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations, provided that, notwithstanding the foregoing, so long as no Default has occurred and is continuing and Availability is in excess of $10,000,000, such cash proceeds may instead by retained by the Borrower rather than deposited in such cash collateral account. During any Cash Dominion Period, no Pledgor No Grantor shall have any control whatsoever over said such cash collateral account. During any Cash Dominion Period, any Any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement which are deposited in such cash collateral account shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such PledgorGrantor’s general operating account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party Lender to collect such deficiency.]

Application of Proceeds; Deficiency. (a) All amounts deposited in the Collection any Concentration Account shall, during any Cash Dominion Period but subject to the terms of the ABL Intercreditor Agreement, shall be deemed received by the Administrative Agent in accordance with Section 2.18 2.18(b) of the Amended and Restated Credit Agreement and shall, after having been credited to the Collection such Concentration Account, be applied (and allocated) by the Administrative Agent in accordance with Section 2.10(b) of the Amended and Restated Credit Agreement; provided that, so long as if no Cash Dominion Period is then in effecteffect or Event of Default exists, collections which are received into any Concentration Account shall, to the Collection Account shall extent provided in Section 2.18(b) of the Amended and Restated Credit Agreement, be deposited into the Borrower’s Borrowers’ Funding Account rather than being used to reduce amounts owing under the Amended and Restated Credit Agreement. During any Cash Dominion Period, the Administrative Agent shall require all other cash Any such proceeds of the Collateral, which Collateral that under Section 2.18(b) of the Amended and Restated Credit Agreement are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. During any Cash Dominion Period, no Pledgor Borrower’s Funding Account shall have any control whatsoever over said cash collateral account. During any Cash Dominion Period, any such proceeds of the Collateral shall, subject to the terms of the ABL Intercreditor Agreement be applied in the order set forth in Section 2.18 2.18(b) of the Amended and Restated Credit Agreement unless a court of competent jurisdiction shall otherwise direct, and the . The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into such Pledgor’s general operating account the Borrowers’ Funding Account with the Administrative Agent. The Pledgors Grantors shall remain liable, jointly and severally, liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other reasonable out-of-pocket expenses incurred by Administrative Agent or any other Secured Lender Party to collect such deficiency.