Application of Proceeds; Deficiency. During any period commencing when (i) Availability has been less than the Minimum Excess Availability Amount for five consecutive Business Days or (ii) an Event of Default has occurred and is continuing and ending on the date when no Event of Default is continuing and Availability has been greater than the Minimum Excess Availability Amount for at least 60 consecutive days, the Administrative Agent shall instruct each bank with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account of the Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement. The Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of Default, which are not required to be applied to the Obligations pursuant to Section 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. 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 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 (other than contingent obligations) have been satisfied, shall be returned by the Administrative Agent to the U.S. Borrower. 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 Lender Party to collect such deficiency.
Application of Proceeds; Deficiency. Collections which are received into the Collection Account shall be deposited into the Borrower’s Funding Account; provided that, during each Cash Dominion Period, all amounts deposited in the 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. 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. 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 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 such 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. (a) All amounts deposited in the Collection Account shall, so long as no Default has occurred and is continuing, be deposited into the Borrower’s Funding Account; provided that if Availability is less than 15% of the Aggregate Commitment for any three consecutive days, and until the later of the date which is 90 days after such three-day period or the date on which the average monthly Availability for the 12-month period ending on such date is greater than 20% of the Aggregate Commitment (the “Deficiency Termination Date”), all amounts deposited in the Collection Account shall be deemed received by the Collateral Agent in accordance with Section 2.17 of the Credit Agreement and shall, after having been credited in immediately available funds to the Collection Account, be applied (and allocated) by the Collateral Agent in accordance with Section 2.18 of the Credit Agreement. In no event shall any amount be so applied unless and until such amount shall have been credited in immediately available funds to the Collection Account. Commencing on the Deficiency Termination Date, so long as no Default has occurred and is continuing and subject to the proviso above of this Section 7.3(a), all amounts deposited in the Collection Account shall again be deposited into the Borrower’s Funding Account. Notwithstanding the foregoing, the effect of the proviso above of this Section 7.3(a) may not be discontinued more than twice in any 12-month period as a result of the occurrence of a Deficiency Termination Date.
Application of Proceeds; Deficiency. All amounts deposited in the Collateral Deposit Account shall be applied by the Subordinated Collateral Agent against the Secured Obligations. Any such proceeds of the Collateral shall be applied as determined by the Holders. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Subordinated Collateral Agent into the Grantor’s general operating account. The Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by the Subordinated Collateral Agent or any Holder to collect such deficiency.
Application of Proceeds; Deficiency. All amounts deposited in the Collateral Account and Collection Accounts shall be deemed received by the Collateral Agent in accordance with Section 8.03 of the Credit Agreement and shall, after having been credited to the applicable Collateral Account or Collection Account, as applicable, be applied (and allocated) subject to the Intercreditor Agreement, by the Collateral Agent in accordance with Section 2.13(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period has occurred and is continuing, collections which are received into the Collateral Account or the Collection Account shall be deposited into an account designated by the Borrower rather than being used to reduce amounts owing under the Credit Agreement. No Grantor shall have any control whatsoever over the Collateral Accounts or the Collection Account. The balance, if any, after all of the Obligations have been satisfied, shall be deposited by the Collateral Agent into the Borrower’s general operating account with the Collateral Agent or such other account designated by the Borrower. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent or any Secured Party to collect such deficiency.
Application of Proceeds; Deficiency. The Collateral Agent shall apply any proceeds from time to time held by it and the net proceeds of any collection, recovery, receipt, appropriation, realization or sale with respect to the Pledged Collateral to the payment of the Secured Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Agents under the Loan Documents, pro rata among the Agents according to the amount of the unpaid fees and expenses then due and owing and remaining unpaid to the Agents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then held by the Secured Parties; and Fourth, any balance remaining after the Secured Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For the avoidance of doubt, it is understood that the Borrower and the Pledgor shall remain liable to the extent of any deficiency between the amount of proceeds of the Pledged Collateral and the aggregate amount of the Borrower Obligations or Pledgor Obligations, respectively, in accordance with the Loan Documents.
Application of Proceeds; Deficiency. (a) At all times that Administrative Agent does not have the right to exercise cash dominion or has chosen not to exercise such right, all amounts deposited into Grantor’s accounts shall remain at the disposal of the Grantor and may be disbursed or otherwise used in the Grantor’s sole discretion.
Application of Proceeds; Deficiency. At any time that an Event of Default has occurred and is continuing the Administrative Agent may require all cash proceeds of the Collateral, 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. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral received when an Event of Default exists shall be applied, subject to the Intercreditor Agreement, in the order set forth in 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 or as a court of competent jurisdiction shall otherwise direct. 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 Lender to collect such deficiency.
Application of Proceeds; Deficiency. Upon the occurrence of a Default or an Unmatured Default, all amounts deposited in the Collection Account shall be deemed received by the Lender in accordance with the Credit Agreement and shall, after having been credited in immediately available funds to the Collection Account, be applied by the Lender in accordance with the Credit Agreement. In no event shall any amount be so applied unless and until such amount shall have been credited in immediately available funds to the Collection Account. The Lender shall require all other cash proceeds of the Collateral, which are not required to be applied to the Liabilities pursuant to the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with a bank of Lender's choosing and held there as security for the Liabilities. The Borrower shall have no control whatsoever over said cash collateral account. Any such proceeds of the Collateral shall be applied in the order set forth in the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Liabilities have been satisfied, shall be deposited by the Lender into the Borrower's general operating account. The Borrower shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Liabilities, including any attorneys' fees and other expenses incurred by the Lender to collect such deficiency.
Application of Proceeds; Deficiency. Secured Party may apply the net proceeds, if any, of any collection, receipt, recovery, appropriation, foreclosure or realization, or from any use, operation, sale, assignment, lease, pledge, transfer, delivery or disposition of all or any of the Collateral, after deducting all reasonable costs and expenses (including attorneys fees, court costs and legal expenses) incurred in connection therewith or with respect to the care, safekeeping, custody, maintenance, protection, administration or otherwise of any and all of said Collateral or in any way relating to the rights of Secured Party under this Security Agreement, (i) first, to the satisfaction of the Obligations, in whole or in part (whether or not due) in such order as Secured Party may, in its discretion, elect; (ii) second, to the payment, satisfaction or discharge of any other Indebtedness or obligation (including any reimbursement, subrogation, contribution or other obligation to any Person), or otherwise as may be permitted or as required by any law, rule or regulation (including Section 9-504(1)(c) of the UCC); and (iii) lastly, the surplus, if any, to Borrower. In connection with any disposition of the Collateral, Borrower shall remain liable to Secured Party for the payment of any deficiency with interest at the highest rate provided for herein and all costs and expenses of collection or enforcement, including reasonable attorneys' fees and legal expenses.
