Common use of Application of Proceeds; Deficiency Clause in Contracts

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. (b) The Collateral Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.15 of the Credit Agreement, to be deposited in a cash collateral account with the Collateral Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base). 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. Until so applied, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof. (c) Notwithstanding anything herein to the contrary, upon the occurrence of a Default, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance with Section 2.18 of the Credit Agreement. 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 Collateral Agent or any Lender to collect such deficiency.

Application of Proceeds; Deficiency. During any period commencing when (ai) All amounts deposited in the Collection Account shall, so long as no Default Availability has occurred and is continuing, be deposited into the Borrower’s Funding Account; provided that if Availability is been less than 15% the Minimum Excess Availability Amount for five consecutive Business Days or (ii) an Event 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 ending on the proviso above date when no Event of this Section 7.3(a), all amounts deposited in Default is continuing and Availability has been greater than the Collection Account shall again be deposited into the Borrower’s Funding Account. Notwithstanding the foregoingMinimum Excess Availability Amount for at least 60 consecutive days, the effect 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 proviso above of this Administrative Agent (a “Collection Account”) pending application in accordance with Section 7.3(a2.10(b) may not be discontinued more than twice in any 12-month period as a result of the occurrence of a Deficiency Termination Date. (b) Credit Agreement. The Collateral Administrative Agent shall require all other cash proceeds of the CollateralCollateral received during the continuance of an Event of Default, which are not required to be applied to the Obligations pursuant to Section 2.15 2.10(b) of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Collateral Administrative Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base)Obligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such Proceeds 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. Until so appliedThe balance, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof. (c) Notwithstanding anything herein to the contraryif any, upon the occurrence of a Default, the Collateral Agent may apply after all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance with Section 2.18 of (other than contingent obligations) have been satisfied, shall be returned by the Credit AgreementAdministrative Agent to the U.S. Borrower. The Grantors shall remain liable for any deficiency if the Proceeds 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 Collateral Administrative Agent or any Lender Party to collect such deficiency.

Application of Proceeds; Deficiency. (a) All 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. (b) If, at any time, cash dominion under Section 7.3(c) has been triggered, and the Grantor thereafter maintains (i) average Availability greater than or equal to $40,000,000 for a 90-day period and (ii) Availability not less than $35,000,000 at all times during such 90-day period, the cash dominion in Section 7.3(c) shall no longer be deemed to be triggered and discretionary rights to the use of funds in a depository account shall return to the Grantor and funds deposited in Collateral Deposit Accounts shall no longer be swept into the Collection Account shallAccount. (c) If at any time, so long as no (i) Availability is less than $35,000,000, or (ii) a Default or Event of Default has occurred and is continuing, be deposited into the Borrower’s Funding Account; provided Administrative Agent may exercise its cash dominion rights by delivering instructions to each depository bank having a Deposit Account Control Agreement 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. (b) The Collateral Agent shall require requires all other cash proceeds of in the Collateral, which are not required account to be applied directed to the Obligations pursuant to Administrative Agent’s Collection Account as described in Section 2.15 of 7.1(b). If this Section 7.3(c) has been triggered, the Credit AgreementAdministrative Agent shall (or, to be deposited in a cash collateral account with the Collateral Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base). No Grantor shall case of Canadian Collateral Deposit Accounts, may) have any exclusive control whatsoever over said cash collateral account. Any Collateral Deposit Account and any such Proceeds of the Collateral proceeds shall be applied in the order set forth in Section 2.18 2.18(b) of the Credit Agreement unless a court Agreement. If proceeds are being applied according to Section 2.18(b) of competent jurisdiction shall otherwise direct. Until so applied, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof. (c) Notwithstanding anything herein to the contrary, upon the occurrence of a DefaultCredit Agreement, the Collateral Agent may apply balance, if any, after all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations have been satisfied shall be deposited by the Administrative Agent into the Grantors’ general operating account with the Administrative Agent or such other account with a Lender and subject to a Deposit Account Control Agreement designated by the Grantors in accordance with Section 2.18 of writing to the Credit AgreementAdministrative Agent. The Grantors shall remain liable for any deficiency if the Proceeds proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any reasonable attorneys’ fees and other reasonable expenses incurred by Collateral Administrative Agent or any Lender 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 1517.5% 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 2022.5% 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. (b) The Collateral Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.15 of the Credit Agreement, to be deposited in a cash collateral account with the Collateral Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base). 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. Until so applied, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof. (c) Notwithstanding anything herein to the contrary, upon the occurrence of a Default, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance with Section 2.18 of the Credit Agreement. 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 Collateral Agent or any Lender 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 Administrative Agent in accordance with Section 2.17 2.17(b) of the Credit Agreement and shall, after having been credited in immediately available funds to the Collection Account, be made available to and applied (and allocated) by the Collateral Administrative Agent in accordance with Section 2.18 2.11(c) 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 , subject to the Collection Account. Commencing on the Deficiency Termination DateIntercreditor Agreement; provided that during any Full Cash Dominion Period, after such application, so long as no Event of Default has occurred and is continuing and subject 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 proviso above Administrative Agent (the “Designated Account”); provided, further, that, so long as no Event of this Section 7.3(a)Default has occurred and is continuing, all amounts deposited and no Full Cash Dominion Period is in effect, collections which are received into the Collection Account shall again be deposited into the Borrower’s Funding AccountDesignated Account rather than being used to reduce amounts owing under the Credit Agreement. Notwithstanding the foregoingAt any time that an Event of Default has occurred and is continuing, the effect of the proviso above of this Section 7.3(a) Administrative Agent may not be discontinued more than twice in any 12-month period as a result of the occurrence of a Deficiency Termination Date. (b) The Collateral Agent shall require all other cash proceeds of the Collateral, Collateral which are not required to be applied to the Obligations pursuant to Section 2.15 2.17(b) of the Credit Agreement, Agreement (including any such proceeds not required to be swept into the Collection Account) to be deposited in a special non-interest bearing cash collateral account with the Collateral Administrative Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base)Obligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such Proceeds 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. Until so appliedThe balance, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof. (c) Notwithstanding anything herein to the contraryif any, upon the occurrence of a Default, the Collateral Agent may apply after all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance have been satisfied, shall be deposited by the Administrative Agent into the Borrower’s general operating account with Section 2.18 of the Credit AgreementAdministrative Agent. The Grantors shall remain liable for any deficiency if the Proceeds 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 Collateral Agent or any Lender to collect such deficiency.24 509265-2041-31480247.14

Application of Proceeds; Deficiency. (a) All amounts deposited 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 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 Collection Account shallfollowing order: ratably first, so long as no 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 paid in full shall be paid over to the applicable Loan Party at its account designated for such purpose by written notice by such Loan Party to the Administrative Agent or to whomsoever else may be lawfully entitled to receive the same. At any time that an Event of 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 foregoingIntercreditor Agreement, the effect of the proviso above of this Section 7.3(a) Administrative Agent may not be discontinued more than twice in any 12-month period as a result of the occurrence of a Deficiency Termination Date. (b) The Collateral Agent shall require all other cash proceeds of the Collateral, Collateral which are not required to be applied to the Obligations pursuant to this Section 2.15 of 6.4 (including any such proceeds not required to be swept into the Credit Agreement, Collection Account) to be deposited in a special non-interest bearing cash collateral account with the Collateral Administrative Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base)Obligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such Proceeds 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. Until so appliedThe balance, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof. (c) Notwithstanding anything herein to the contraryif any, upon the occurrence of a Default, the Collateral Agent may apply after all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance have been satisfied, shall be deposited by the Administrative Agent into the Borrower’s general operating account with Section 2.18 of the Credit AgreementAdministrative Agent. The Grantors shall remain liable for any deficiency if the Proceeds 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 Collateral Administrative Agent or any Lender 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 the greater of (i) 15% of the Aggregate Commitment Line Cap and (ii) $40,000,000 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 the greater of (i) 20% of the Aggregate Commitment Line Cap and (ii) $50,000,000 (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 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 the Collateral Agent in accordance with Section 2.18 2.19 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. (b) The Collateral Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.15 2.16 of the Credit Agreement, to be deposited in a cash collateral account with the Collateral Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base). 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 2.19 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. Until so applied, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof. (c) Notwithstanding anything herein to the contrary, upon the occurrence of a Default, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance with Section 2.18 2.19 of the Credit Agreement. 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 Collateral Agent or any Lender 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% The proceeds of the Aggregate Commitment for any three consecutive days, and until Collateral realized upon the later exercise 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 remedies hereunder in accordance with Section 2.17 9.02 of the Credit Agreement and shall, after having been credited in immediately available funds to the Collection Account, shall be applied (and allocated) by the Collateral Agent in accordance with Section 2.18 to payment 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. (b) The Collateral Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.15 of the Credit Agreement, to be deposited in a cash collateral account with the Collateral Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base). No Grantor shall have any control whatsoever over said cash collateral account. Any such Proceeds of the Collateral shall be applied in the following order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. Until so applied: (a) FIRST, such Proceeds shall continue to be held as security for payment of all reasonable costs and expenses of the Agent incurred in connection with the collection and enforcement of the Secured Obligations or of the security interest granted to the Agent pursuant to this Agreement, including all costs and shall not constitute expenses of any sale pursuant to this Agreement, and of any judicial or private proceedings in which such sale may be made, and of all other expenses, Secured Obligations and advances made or incurred by the Agent; (b) SECOND, to payment thereof.of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuers (including fees, charges and disbursements of one counsel for all Lenders and the Issuers in the aggregate) arising under the Loan Documents and amounts payable under Article IV of the Credit Agreement, ratably among them in proportion to the respective amounts described in this clause SECOND payable to them; (c) Notwithstanding anything herein THIRD, to the contrary, upon the occurrence payment of a Default, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Rate Swap Document entered into by any Debtor with any Lender or any Affiliate thereof (even if such Lender subsequently ceases to be a Lender under the Credit Agreement for any reason), ratably among the Guaranteed Creditors in accordance with Section 2.18 proportion to the respective amounts described in this clause THIRD held by them; (d) FOURTH, to (a) payment of that portion of the Secured Obligations constituting accrued and unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other payments to the extent not covered in clause (c) above, and any interest accrued thereon, due under any Rate Swap Document entered into by any Debtor with any Lender or any Affiliate thereof (even if such Lender subsequently ceases to be a Lender under the Credit AgreementAgreement for any reason), (c) payments of amounts due under any Cash Management Agreement entered into by any Debtor with any Lender or any Affiliate thereof (even if such Lender subsequently ceases to be a Lender under the Credit Agreement for any reason) and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Guaranteed Creditors in proportion to the respective amounts described in this clause FOURTH held by them; and (e) FIFTH, the balance, if any, after all of the Secured Obligations have been satisfied, shall be remitted as required by law. Excluded Swap Obligations with respect to any Debtor shall not be paid with amounts received from such Debtor or such Debtor’s assets, but appropriate adjustments shall be made with respect to payments from other Debtors to preserve the allocation to Secured Obligations otherwise set forth above in this Section. The Grantors Debtors shall remain liable for any deficiency if the Proceeds proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, including any attorneys’ the fees and other expenses incurred disbursements of any attorneys engaged by Collateral the Agent or any Lender other Guaranteed Creditor 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, shall be deposited into the Borrower’s Funding Account, provided that: (a) all such amounts shall be applied (and allocated) by the Collateral Administrative 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 Agreement to the Collection Account. Commencing extent required by Section 2.18 of the Credit Agreement, and (b) all such amounts are not subject to full cash dominion (as referenced in Sections 2.10(b) and 2.18 of the Credit Agreement) on the Deficiency Termination Datedate hereof, so long as no but will be subject to full cash dominion at any time (i) after a Default has occurred and is continuing continuing, (ii) excess Availability is less than $10,000,000 and any Loans are outstanding or (iii) Level 3 Liquidity exists (and such amounts will be applied to reduce amounts owing under the Credit Agreement as provided in Sections 2.10(b) and 2.18 of the Credit Agreement when such full cash dominion is in effect), provided further that such cash dominion will no longer be in effect if, for a period of 90 consecutive days after full cash dominion is effective, (i) no Default exists, (ii) excess Availability is greater than $10,000,000 and (iii) Xxxxx 0 Xxxxxxxxx xx Xxxxx 0 Liquidity exists (subject to reverting to full cash dominion as described above). Except for dispositions specifically permitted pursuant to Section 6.05 of 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 foregoingCredit Agreement, 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. (b) The Collateral Administrative Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.15 2.11 of the Credit Agreement, to be deposited in a special non-interest bearing cash collateral account with the Collateral Administrative Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base)Obligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such Proceeds 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. Until so appliedThe balance, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof. (c) Notwithstanding anything herein to the contraryif any, upon the occurrence of a Default, the Collateral Agent may apply after all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance have been satisfied, shall be deposited by the Administrative Agent into the Borrower’s general operating account with Section 2.18 of the Credit AgreementAdministrative Agent. The Grantors shall remain liable for any deficiency if the Proceeds 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 Collateral Administrative Agent or any Lender to collect such deficiency.