Common use of Application of Proceeds; Deficiency Clause in Contracts

Application of Proceeds; Deficiency. All amounts deposited in the Collateral Account and Collection Accounts shall be deemed received by the Collateral Agent in accordance with Section 8.03 of the Credit Agreement and shall, after having been credited to the applicable Collateral Account or Collection Account, as applicable, be applied (and allocated) subject to the Intercreditor Agreement, by the Collateral Agent in accordance with Section 2.13(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period has occurred and is continuing, collections which are received into the Collateral Account or the Collection Account shall be deposited into an account designated by the Borrower rather than being used to reduce amounts owing under the Credit Agreement. No Grantor shall have any control whatsoever over the Collateral Accounts or the Collection Account. The balance, if any, after all of the Obligations have been satisfied, shall be deposited by the Collateral Agent into the Borrower’s general operating account with the Collateral Agent or such other account designated by the Borrower. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent or any Secured Party to collect such deficiency.

Application of Proceeds; Deficiency. All amounts deposited in the Collateral Collection Account and Collection Accounts shall be deemed received by the Collateral Agent in accordance with Section 8.03 2.19 of the Credit Agreement and shall, after having been credited in immediately available funds to the applicable Collateral Account or Collection Account, as applicable, be applied (and allocated) subject to the Intercreditor Agreement, by the Collateral Agent in accordance with Section 2.13(b2.11(b) of the Credit Agreement; provided that, so long as no Cash Dominion Period Triggering Event has occurred and is continuing, collections which are received into the Collateral Account or the Collection Account shall be deposited into an account designated by the Borrower Borrowers' Funding Account (as defined in the Credit Agreement) rather than being used to reduce amounts owing under the Credit Agreement. No Grantor shall have any control whatsoever over Any such proceeds of the Collateral Accounts or shall be applied in the Collection Accountorder set forth in Section 2.19 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Collateral Agent into the Borrower’s Borrowers' general operating account with the Collateral Agent or such other account designated by the BorrowerAgent. 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 attorneys’ ' fees and other out-of-pocket expenses incurred by Collateral Agent or any Secured Party to collect such deficiency.