Common use of Application of Proceeds; Deficiency Clause in Contracts

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. 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 daysDominion Trigger Period, the Administrative Agent shall instruct each bank with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such may exercise control over all Collateral Deposit Accounts to an account of and apply all amounts deposited in the Administrative Agent (a “Collection Account”) pending application Collateral Deposit Accounts in accordance with Section 2.10(b) of the Credit Agreement. The If an Event of Default has occurred and is continuing, the Administrative Agent shall may require all other cash proceeds of the Collateral received during the continuance of an Event of Defaultnot deposited in Collateral Deposit Accounts, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 2.11 of the Credit AgreementAgreement 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 ObligationsObligations 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 (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. BorrowerCompany’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 Lender other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when Cash Dominion Period, all amounts deposited in the Collection Account shall be deemed received by the Administrative Agent in accordance with Section 2.15 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (iand allocated) Availability has been less than by Administrative Agent in accordance with Section 2.5(b) of the Minimum Excess Availability Amount for five consecutive Business Days or (ii) an Credit Agreement if no 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 or in accordance with Section 2.10(b) 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 Credit Agreement. The occurrence and continuance of an Event of Default, the Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 2.9 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 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 (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. Borrower. The Grantors shall remain liable for any deficiency if ’s general operating account with 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 deficiencyAgent.

Application of Proceeds; Deficiency. During (a) All amounts deposited in the Collection Account shall, during any period commencing when (i) Availability has been less than Cash Dominion Period but subject to the Minimum Excess Availability Amount for five consecutive Business Days or (ii) an Event terms 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 daysABL Intercreditor Agreement, be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application 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. The During any Cash Dominion Period, the Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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 During any Cash Dominion Period, no Pledgor shall have any control whatsoever over said cash collateral account. Any During any Cash Dominion Period, any such proceeds of the Collateral shall 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. The , and the balance, if any, after all of the Secured Obligations (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into such Pledgor’s general operating account with the U.S. BorrowerAdministrative Agent. The Grantors Pledgors 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 Lender other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account 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 (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Liquidity Event has occurred and no Event of Default has occurred and is continuing, any collections which are received into the Collection Account shall be deposited into the Borrower Representative’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. The From and after an Event of Default and during continuance thereof, the Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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 (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. BorrowerBorrower Representative’s general operating account with Chase. 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. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement; 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. The After maturity of the Obligations, whether by acceleration or otherwise, the Administrative Agent shall may require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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 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 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 deposited by the Administrative Agent to into the U.S. BorrowerGrantor’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 Lender Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained Section 2.18 of the Credit Agreement and shall, after having been credited to transfer available balances on deposit in such Collateral Deposit Accounts to an account of the Collection Account, be applied (and allocated) by the Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement; provided that, US 4925849v.8 so long as a Cash Dominion Trigger Period is not 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. The Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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 (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. Borrower’s general operating account. 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’ attorney’s fees and other expenses incurred by Administrative Agent or any Lender other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when All amounts deposited in the Collection Account (iand amounts on deposit in the Investment Cash Account after the occurrence of a Cash Dominion Trigger Event) 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, shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Trigger Event has occurred, (x) proceeds from the sale of the Company’s Equity Interests or received in connection with a Going Public Transaction or from any capital contribution and (y) proceeds of Revolving Loans, in each case, may be held on deposit in the Investment Cash Account rather than being swept to the Collection Account to be used to reduce amounts owing under 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) 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. 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 deposited by the Administrative Agent to into the U.S. BorrowerBorrowers’ 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 Lender 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. During any period commencing when Cash Dominion Period, all amounts deposited in the Collection Account shall be deemed received by the Administrative Agent in accordance with Section 8.2 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (iand allocated) Availability has been less than by Administrative Agent in accordance with Section 2.5(b) of the Minimum Excess Availability Amount for five consecutive Business Days or (ii) an Credit Agreement if no 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 or in accordance with Section 2.10(b) 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 Credit Agreement. The occurrence and continuance of an Event of Default, the Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 2.9 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 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 (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. Borrower. The Grantors shall remain liable for any deficiency if ’s general operating account with 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 deficiencyAgent.

Application of Proceeds; Deficiency. During All amounts deposited in the Collection Account shall be deemed received by the Administrative Agent in accordance with Section 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 2.11(c) of the Credit Agreement, subject to the Intercreditor Agreement; provided that during any period commencing when 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 (i) Availability the “Designated Account”); provided, further, that, so long as no Event of Default has been less occurred and is continuing, and no Full Cash Dominion Period is in effect, collections which are received into the Collection Account shall be deposited into the Designated Account rather than being used to reduce amounts owing under the Minimum Excess Availability Amount for five consecutive Business Days or (ii) Credit Agreement. At any time that 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 dayscontinuing, 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 may 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(b2.17(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. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral, and any other proceeds of Collateral received by the Administrative Agent hereunder, shall be applied applied, subject to the Intercreditor 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. The balance, if any, after all of the Secured Obligations (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. Borrower’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 Lender Party to collect such deficiency.24 509265-2041-31480247.14

Application of Proceeds; Deficiency. During any period commencing when Subject to the Intercreditor Agreement (i) Availability has been less than for so long as the Minimum Excess Availability Amount for five consecutive Business Days or (ii) an Event of Default has occurred and Intercreditor Agreement is continuing and ending on in effect), all amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement at all times when a Cash Dominion Period is in effect; provided that, so long as no Cash Dominion Period or 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. The Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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. 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 deposited by the Administrative Agent to into such Grantor’s general operating account with the U.S. BorrowerAdministrative 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 Lender other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when 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 (iand allocated) Availability has been less than by Administrative Agent in accordance with Section 2.10(b) of the Minimum Excess Availability Amount for five consecutive Business Days or (ii) an Event of Credit Agreement; provided that, notwithstanding the foregoing, so long as no Default has occurred and is continuing and ending on Availability is in excess of $10,000,000, collections which are received into the date when no Event of Default is continuing Collection Account shall instead be deposited into the Borrower’s Funding Account rather than applied (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 allocated) pursuant 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 DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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. No Grantor shall have any control whatsoever over said such cash collateral account. Any such proceeds of the Collateral 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. The balance, if any, after all of the Secured Obligations (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into such Grantor’s general operating account with the U.S. BorrowerAdministrative 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 Lender Party to collect such deficiency.]

Application of Proceeds; Deficiency. During All amounts deposited in 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, Concentration Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained Section 2.18(b) of the Amended and Restated Credit Agreement and shall, after having been credited to transfer available balances on deposit in such Collateral Deposit Accounts to an account of Concentration Account, be applied (and allocated) by the Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Amended and Restated Credit Agreement. The Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an ; provided that, if no Dominion Period is in effect or Event of DefaultDefault exists, collections which are not required to be applied received into any Concentration Account shall, to the Obligations pursuant to extent provided in Section 2.10(b2.18(b) of the Amended and Restated Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with into the Administrative Agent Borrowers’ Funding Account rather than being used to reduce amounts owing under the Amended and held there as security for the Secured Obligations. No Grantor shall have any control whatsoever over said cash collateral accountRestated Credit Agreement. Any such proceeds of the Collateral that under Section 2.18(b) of the Amended and Restated Credit Agreement are not required to be deposited in the Borrower’s Funding Account shall 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. The balance, if any, after all of the Secured Obligations (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. BorrowerBorrowers’ Funding 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 reasonable out-of-pocket expenses incurred by Administrative Agent or any other Lender Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Cash Dominion Trigger Period is occurring, collections which are received into the Collection Account shall be deposited into the Funding Account rather than being used to reduce amounts owing under 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 Collateral Deposit Account, Lock Box, or the Administrative Agent and held there as security for the Secured Obligations. No Grantor shall have any control whatsoever over said cash collateral accountCollection 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 deposited by the Administrative Agent to into an account specified by the U.S. BorrowerGrantors. 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 Lender 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. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit AgreementAgreement (the “Dominion”); provided that, at any time that Availability plus Perfected Cash is at least $15,000,000 for a period of 60 consecutive days and no Default or Event of Default has occurred and is continuing, the Dominion shall cease and the Administrative Agent shall deposit all amounts received in the Collection Account in accordance with the Borrower’s written instructions unless and until an Event of Default or a Liquidity Event subsequently occurs in which case the Dominion shall again become effective. The Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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 (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent into the Borrower’s general operating account identified to the U.S. Administrative Agent 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 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. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Accounts, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement; provided, that so long as a Dominion Trigger Period is 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. The Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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. 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 deposited by the Administrative Agent to into such Grantor’s general operating account with the U.S. BorrowerAdministrative 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 Lender other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application 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 in effect, collections which are received into the Collection Account shall be deposited into the Company’s Funding Account rather than being used to reduce amounts owing under the Credit Agreement. The At any time that an Event of Default has occurred and is continuing the Administrative Agent shall may require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, 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 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 (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. BorrowerCompany’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 Lender Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when 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 (iand allocated) Availability has been less than by Administrative Agent in accordance with Section 2.10(b) of the Minimum Excess Availability Amount for five consecutive Business Days or (ii) an Event of Credit Agreement; provided that, so long as no Default has occurred and is continuing and ending on a Cash Dominion Period is not otherwise in effect, collections which are received into the date when no Event of Default is continuing and Availability has been greater Collection Account shall be deposited into the applicable Grantor’s Funding Account rather 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 being used 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 reduce amounts owing under the Credit Agreement. The Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of Defaultor other assets, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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. 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 deposited by the Administrative Agent to into such Grantor’s general operating account with the U.S. BorrowerAdministrative 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 Lender 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. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement; 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. The After maturity of the Obligations, whether by acceleration or otherwise, the Administrative Agent shall may require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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. 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 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 Guaranteed Obligations (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into the U.S. BorrowerGrantor’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 Guaranteed Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender Party to collect such deficiency.

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) If 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 dayscontinuing, 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 may require all other cash proceeds of the Collateral received during not deposited in Collateral Deposit Accounts (pursuant to and as defined in the continuance of an Event of DefaultRevolving Facility Pledge and Security Agreement), which are not required to be applied to the Obligations pursuant to Section 2.10(b) 2.10 of the Credit AgreementAgreement or Section 2.11 of the Revolving Credit Agreement (or any corresponding provisions of any other Revolving Facility or any Second 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 ObligationsObligations or applied as set forth in the Intercreditor Agreement or Section 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 (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to or its nominee into the U.S. BorrowerCompany’s general operating account with the Administrative Agent 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 Lender other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. During All amounts deposited in the Collection Account shall, 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 daysCash Dominion Period, be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application 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. The During any Cash Dominion Period, the Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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 During any Cash Dominion Period, no Grantor shall have any control whatsoever over said cash collateral account. Any During any Cash Dominion Period, 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 , and the balance, if any, after all of the Secured Obligations (other than contingent obligations) have been satisfied, shall be returned deposited by the Administrative Agent to into such Grantor’s general operating account with the U.S. BorrowerAdministrative 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 Lender other Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account 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 (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no Event of Default has occurred and is continuing, and Average 30-Day Availability is in excess 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. The So long as full cash dominion is in effect, the Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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. 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 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 deposited by the Administrative Agent to into the U.S. BorrowerGrantor’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 Lender Party to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Accounts shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Accounts, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application 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. The Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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. 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 deposited by the Administrative Agent to into such Grantor’s general operating account with the U.S. BorrowerAdministrative 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 Lender Party to collect such deficiency.

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 Confidential Treatment Requested by Levi Xxxxxxx & Co. Pursuant to 17 C.F.R. Section 200.83 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. During At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any period commencing when (i) Availability has time at the Administrative Agent’s election, subject to the Intercreditor Agreement, the Administrative Agent may apply all or any part of any proceeds of Collateral of any Loan Party, whether or not held in any collateral account, and any proceeds of the guarantee set forth in Article II, in payment of the Obligations in the following order: ratably first, to pay any fees, indemnities, or expense reimbursements then owing to the Administrative Agent from, or guaranteed by, such Loan Party under the Loan Documents, second, to pay any fees or expense reimbursements then owing to the Lenders from, or guaranteed by, such Loan Party under the Loan Documents, third, to pay interest then due and payable on the Loans owing or guaranteed by such Loan Party, ratably, fourth, to prepay principal on the Loans owing or guaranteed by such Loan Party, fifth, to the payment of any other Obligations owing to the Administrative Agent or any Lender by, or guaranteed by, such Loan Party, ratably, and sixth, any balance remaining after the Obligations shall have been less than paid in full shall be paid over to the Minimum Excess Availability Amount applicable Loan Party at its account designated for five consecutive Business Days such purpose by written notice by such Loan Party to the Administrative Agent or (ii) to whomsoever else may be lawfully entitled to receive the same. At any time that an Event of Default has occurred and is continuing and ending on continuing, subject to 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 daysIntercreditor Agreement, 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 may 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 this Section 2.10(b6.4 (including any such proceeds not required to be swept into the Collection Account) 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, and any other proceeds of Collateral received by the Administrative Agent hereunder, shall be applied applied, subject to the Intercreditor Agreement, in the order set forth in this Section 2.18 of the Credit Agreement 6.4 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 deposited by the Administrative Agent to into the U.S. Borrower’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 reasonable and documented out-of-pocket attorneys’ fees and other expenses incurred by Administrative Agent or any Lender Secured Party to collect such deficiency.”

Application of Proceeds; Deficiency. During any period commencing when (i) Availability has been less than All amounts deposited in 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, Collection Account shall be deemed received by the Administrative Agent shall instruct each bank in accordance with which a Collateral Deposit Account is maintained to transfer available balances on deposit in such Collateral Deposit Accounts to an account Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied (and allocated) by Administrative Agent (a “Collection Account”) pending application in accordance with Section 2.10(b) of the Credit Agreement at all times when a Cash Dominion Period is in effect, and in accordance with Section 2.18(b) at all times when an Event of Default exists; provided that, so long as no Cash Dominion Period (with the understanding that a Cash Dominion Period may be discontinued no more than five (5) times during the term of the Credit Agreement) or 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. The After the occurrence and during the continuance of an Event of Default, the Administrative Agent shall require all other cash proceeds of the Collateral received during the continuance of an Event of DefaultCollateral, which are not required to be applied to the Obligations pursuant to Section 2.10(b) 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 2.18(b) 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 deposited by the Administrative Agent to into the U.S. Borrower’s Funding Account. 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 ObligationsObligations as and when due in accordance with the terms of the Loan Documents, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender other Secured Party to collect such deficiency.