Common use of Application of Proceeds; Deficiency Clause in Contracts

Application of Proceeds; Deficiency. During any Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all amounts deposited in the Collateral Deposit Accounts in accordance with Section 2.10(b) of the Credit Agreement. If an Event of Default has occurred and is continuing, the Administrative Agent may require all cash proceeds of the Collateral not deposited in Collateral Deposit Accounts, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement or Section 2.10 of the Term Loan Agreement (or any corresponding provisions of any replacement Term Loan Agreement or any relevant Junior Indebtedness), 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 or applied as set forth in the Intercreditor Agreement or Section 2.18 of the Credit Agreement. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the Company’s general operating account with the Administrative Agent. The Grantors shall remain 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.

Application of Proceeds; Deficiency. During any Collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account; provided that, during each Cash Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all amounts deposited in the Collateral Deposit Accounts Collection Account 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. If an Event of Default has occurred and is continuing, the The Administrative Agent may shall require all other cash proceeds of the Collateral not deposited in Collateral Deposit AccountsCollateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement or Section 2.10 of the Term Loan Agreement (or any corresponding provisions of any replacement Term Loan Agreement or any relevant Junior Indebtedness)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 or applied as set forth in the Intercreditor Agreement or Section 2.18 of the Credit AgreementObligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the Companysuch Grantor’s general operating account with the Administrative Agent. The Grantors shall remain 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.

Application of Proceeds; Deficiency. During any Cash Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all amounts deposited in the Collateral Deposit Accounts Collection Account shall be deemed received by the Administrative Agent in accordance with Section 2.10(b2.15 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 2.5(b) of the Credit Agreement. If an Agreement if no Event of Default has occurred and is continuingcontinuing or in accordance with Section 2.15 otherwise; provided that, so long as no Cash Dominion Period is in effect, collections which are received into the Collection Account shall be returned promptly to the Borrower. During a Cash Dominion Period triggered as a result of the occurrence and continuance of an Event of Default, the Administrative Agent may shall require all other cash proceeds of the Collateral not deposited in Collateral Deposit AccountsCollateral, which are not required to be applied to the Obligations pursuant to Section 2.11 2.9 of the Credit Agreement or Section 2.10 of the Term Loan Agreement (or any corresponding provisions of any replacement Term Loan Agreement or any relevant Junior Indebtedness)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 or applied as set forth in the Intercreditor Agreement or Section 2.18 of the Credit AgreementObligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 2.15 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the CompanyBorrower’s general operating account with the Administrative Agent. The Grantors shall remain 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.

Application of Proceeds; Deficiency. During any Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all All amounts deposited in the Collateral Deposit Accounts Collection Account shall be deemed received by the Agent in accordance with Section 2.10(b2.17 of the Credit Agreement and shall, after having been credited in immediately available funds to the Collection Account, be applied (and allocated) by Agent in accordance with Section 2.18 of the Credit Agreement. If an Event of Default has occurred In no event shall any amount be so applied unless and is continuing, until such amount shall have been credited in immediately available funds to the Administrative Collection Account. The Agent may shall require all other cash proceeds of the Collateral not deposited in Collateral Deposit AccountsCollateral, which are not required to be applied to the Obligations pursuant to Section 2.11 2.15 of the Credit Agreement or Section 2.10 of the Term Loan Agreement (or any corresponding provisions of any replacement Term Loan Agreement or any relevant Junior Indebtedness)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 or applied as set forth in the Intercreditor Agreement or Section 2.18 of the Credit AgreementObligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the CompanyBorrower Representative’s general operating account with the Administrative Agent. The Grantors shall remain 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. During any Cash Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all amounts deposited in the Collateral Deposit Accounts Collection Account shall be deemed received by the Administrative Agent in accordance with Section 2.10(b8.2 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 2.5(b) of the Credit Agreement. If an Agreement if no Event of Default has occurred and is continuingcontinuing or in accordance with Section 8.2 otherwise; provided that, so long as no Cash Dominion Period is in effect, collections which are received into the Collection Account shall be returned promptly to the Borrower. During a Cash Dominion Period triggered as a result of the occurrence and continuance of an Event of Default, the Administrative Agent may shall require all other cash proceeds of the Collateral not deposited in Collateral Deposit AccountsCollateral, which are not required to be applied to the Obligations pursuant to Section 2.11 2.9 of the Credit Agreement or Section 2.10 of the Term Loan Agreement (or any corresponding provisions of any replacement Term Loan Agreement or any relevant Junior Indebtedness)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 or applied as set forth in the Intercreditor Agreement or Section 2.18 of the Credit AgreementObligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 8.2 of the Credit Agreement unless a the Bankruptcy Court or any other court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the CompanyBorrower’s general operating account with the Administrative Agent. The Grantors shall remain 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.

Application of Proceeds; Deficiency. During any Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all All amounts deposited in the Collateral Deposit Collection Accounts 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 Accounts, be applied (and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Dominion Trigger Period is in effect, collections which are received into the Collection Accounts shall be deposited into a Borrower’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. If an Event of Default has occurred and is continuing, the The Administrative Agent may shall require all other cash proceeds of the Collateral not deposited in Collateral Deposit AccountsCollateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement or Section 2.10 of the Term Loan Agreement (or any corresponding provisions of any replacement Term Loan Agreement or any relevant Junior Indebtedness)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 or applied as set forth in the Intercreditor Agreement or Section 2.18 of the Credit AgreementObligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the Companysuch Grantor’s general operating account with the Administrative Agent. The Grantors shall remain liable 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 Lender to collect such deficiency.

Application of Proceeds; Deficiency. During any Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all All amounts deposited in the Collateral Deposit Accounts Collection Account 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. If an Event of Default has occurred and is continuing, the The Administrative Agent may shall require all other cash proceeds of the Collateral not deposited in Collateral Deposit AccountsCollateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement or Section 2.10 of the Term Loan Agreement (or any corresponding provisions of any replacement Term Loan Agreement or any relevant Junior Indebtedness)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 or applied as set forth in the Intercreditor Agreement or Section 2.18 of the Credit AgreementObligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfiedsatisfied in full, shall be deposited by the Administrative Agent into the Companysuch Grantor’s general operating account with the Administrative Agent. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any documented attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party Lender to collect such deficiency.

Application of Proceeds; Deficiency. During any Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all amounts deposited in the Collateral Deposit Accounts in accordance with Section 2.10(b) of the Credit Agreement. If an Event of Default has occurred and is continuing, the Administrative Agent may require all cash proceeds of the Collateral not deposited in Collateral Deposit AccountsAccounts (pursuant to and as defined in the Revolving Facility Pledge and Security Agreement), which are not required to be applied to the Obligations pursuant to Section 2.11 2.10 of the Credit Agreement or Section 2.10 2.11 of the Term Loan Revolving Credit Agreement (or any corresponding provisions of any replacement Term Loan Agreement other Revolving Facility or any relevant Junior IndebtednessSecond Lien Facility), to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent or its nominee and held there as security for the Secured Obligations or applied as set forth in the Intercreditor Agreement or Section 2.18 2.17 of the Credit Agreement. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 2.17 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent or its nominee into the Company’s general operating account with the Administrative AgentAgent or its nominee. The Grantors shall remain 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.

Application of Proceeds; Deficiency. During any Dominion Trigger Period, the Administrative Agent may exercise control over all Collateral Deposit Accounts and apply all All amounts deposited in the Collateral Deposit Accounts Collection Account 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. If an Event of ; provided that, so long as no Default has occurred and is continuing, 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. After maturity of the Obligations, whether by acceleration or otherwise, the Administrative Agent may require all other cash proceeds of the Collateral not deposited in Collateral Deposit AccountsCollateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement or Section 2.10 of the Term Loan Agreement (or any corresponding provisions of any replacement Term Loan Agreement or any relevant Junior Indebtedness)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 or applied as set forth in the Intercreditor Agreement or Section 2.18 of the Credit AgreementObligations. No The Grantor shall have any no control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Intercreditor Agreement or Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the CompanyGrantor’s general operating account with the Administrative Agent. The Grantors Grantor shall remain 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.