Common use of Proceeds Account Clause in Contracts

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, or unliquidated at such time as there may exist an Event of Default, the Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree that such retention of such proceeds by the Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Agent, estimate the liquidated amount of any such contingent, unmatured, or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors irrevocably waive until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Treasury Management Agreement or Swap Contract between any Loan Party and any Lender or Affiliate of a Lender) upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, at its electionoption, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Debtor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any reasonable manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawLaws. Grantors agree Each Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Debtor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Debtor irrevocably waive waives until the termination of the security interests granted under this Agreement and the Security Interest in accordance with Section 22 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of Default, the Agent Xxxx may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Agent Xxxx for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent Xxxx may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Company agrees that such retention of such proceeds by the Agent Xxxx shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the AgentXxxx, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawApplicable Law. Grantors agree The Company agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Company shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Company irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 23 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent Xxxx to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of DefaultDefault has occurred and is continuing, the Administrative Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims Claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawLaw. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 25 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any Letter of Credit) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree Grantor agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 this Agreement the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Collateral Agent for such purpose (as to which the Sponsor hereby grants a security interest and which shall constitute a Deposit Account included within part of the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Sponsor agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Sponsor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Sponsor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Sponsor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 18 the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under the Letters of Credit) at such time as there may exist an Event of Default, the Administrative Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Pledged Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (as to which each Pledgor hereby grants a security interest and which shall constitute a Deposit Account included within part of the Pledged Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Pledgor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Pledged Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Pledgor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Pledgor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors such Pledgor irrevocably waive waives until the termination of the security interests granted under this Pledge Agreement in accordance with Section 22 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.. Pledge Agreement

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under the Letters of Credit) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Borrower agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Borrower agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Borrower shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Borrower irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under the Letters of Credit) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Debtor agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Debtors shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Debtor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under the Letters of Credit) at such time as there may exist an Event of Default, the Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Borrower agrees that such retention of such proceeds by the Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Borrower agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Borrower shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Borrower irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Insolvency Default or an Event of Default, the Agent Trustee may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-interest bearing restricted deposit account (the "Proceeds AccountPROCEEDS ACCOUNT") created and maintained by the Agent Trustee for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent Trustee may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Guarantor agrees that such retention of such proceeds by the Agent Trustee shall not be deemed strict foreclosure with respect thereto; , (ii) in any manner elected by the AgentTrustee, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; amount or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Guarantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Guarantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors such Guarantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 SECTION 11.15 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent Trustee to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmaturedunmatured or unliquidated, or unliquidated and at such time as there may exist an Event of DefaultDefault has occurred and is continuing, the an Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the its Priority Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the such Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the such Agent may elect to apply such proceeds to the Secured ObligationsObligations in accordance with the Collateral Agency Agreement, and Grantors agree the Company agrees that such retention of such proceeds by the such Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the such Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the its Priority Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawApplicable Law. Grantors agree The Company agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Company shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Company irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the any Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of DefaultDefault (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Specified Swap Agreement arising from any Specified Swap Contract), the Agent mayCollateral Agent, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Collateral Agent for the benefit of the Credit Agents for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree Grantor agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the AgentCollateral Agent (upon instruction of the Instructing Group), estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 23 the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent or any of the Credit Parties to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured ---------------- Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Specified Swap Contract) at such time as there may exist an Event of Default, the Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Agent for such purpose ---------------- (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Grantor agrees that such retention of such proceeds by the Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 22, the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Specified Swap Contract) upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, at its electionoption, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within part of the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree any Debtor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawLaws. Grantors agree Each Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors none of the Debtors shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Debtor irrevocably waive waives until the termination of the security interests granted under this Agreement and the Security Interest in accordance with Section 22 27 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Specified Swap Contract) upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, at its electionoption, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within part of the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Debtor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawLaws. Grantors agree The Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Debtor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Debtor irrevocably waive waives until the termination of the security interests granted under this Agreement and the Security Interest in accordance with Section 22 25 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Insolvency Default or an Event of Default, the Agent Trustee may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-interest bearing restricted deposit account (the "Proceeds Account") created and maintained by the Agent Trustee for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent Trustee may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Company agrees that such retention of such proceeds by the Agent Trustee shall not be deemed strict foreclosure with respect thereto; , (ii) in any manner elected by the AgentTrustee, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; amount or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Company agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Company shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Company irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 11.15 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent Trustee to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Insolvency Default or an Event of Default, the Agent Trustee may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-interest bearing restricted deposit account (the "Proceeds AccountPROCEEDS ACCOUNT") created and maintained by the Agent Trustee for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent Trustee may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Company agrees that such retention of such proceeds by the Agent Trustee shall not be deemed strict foreclosure with respect thereto; , (ii) in any manner elected by the AgentTrustee, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; amount or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Company agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Company shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Company irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 SECTION 11.15 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent Trustee to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any letter of credit) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-non- interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Borrower agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Borrower agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Borrower shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Borrower irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 and the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the ---------------- Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of DefaultDefault (including with respect to undrawn amounts under any Letter of Credit), the Agent may, at its electionelection (in accordance with the direction of the Directing Lenders), (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds -------- Account") created and maintained by the Agent for such purpose (which ------- shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Grantor agrees that such retention of such proceeds by the Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of DefaultDefault (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Swap Contract) or Cash Management Agreement, the Administrative Agent may, at its electionelection (in accordance with the direction of the Required Lenders), (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Form of Security Agreement Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 23 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any letter of credit), at such time as there may exist an Event of Default, the Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds AccountPROCEEDS ACCOUNT") created and maintained by the Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Grantor agrees that such retention of such proceeds by the Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors such Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 25 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of DefaultDefault(including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Specified Swap Contract), the Administrative Agent may, at its electionelection (in accordance with the direction of the Majority Lenders), (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in Table of Contents accordance with Section 22 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of DefaultDefault has occurred and is continuing, the Agent Investor may, at its electionelection and subject to the Intercreditor Agreement, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Agent Investor for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent Investor may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Grantor agrees that such retention of such proceeds by the Agent Investor shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the AgentInvestor, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims Claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawLaw. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 25 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent Investor to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of Default, the Administrative Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Pledged Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (as to which the Grantor hereby grants a security interest and which shall constitute a Deposit Account included within part of the Pledged Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Pledged Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawLaw. Grantors agree The Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Grantor irrevocably waive waives, until the termination of the security interests granted under this Agreement in accordance with Section 22 22, the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any letters of credit outstanding) at such time as there may exist an Event of Default, the Agent a Secured Parties may, at its his election, (ia) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Agent such Secured Parties for such purpose (which shall constitute a Deposit Account deposit account included within the Collateral hereunder) until such time as the Agent such Secured Parties may elect to apply such proceeds to the Secured Obligations, and Grantors agree Debtor agrees that such retention of such proceeds by the Agent such Secured Parties shall not be deemed strict foreclosure with respect thereto; (iib) in any manner elected by the Agenta Secured Parties, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iiic) otherwise proceed in any manner permitted by applicable law. Grantors agree Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors Debtor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors Debtor irrevocably waive waives until the termination of the security interests granted under this Security Agreement in accordance with Section 22 its terms the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent a Secured Parties to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of DefaultDefault (including with respect to undrawn amounts under any Letter of Credit), the Administrative Agent may, at its electionelection (in accordance with the direction of the Majority Lenders), (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any agreement relating to any Bank Product) at such time as there may exist an Event of Default, the Administrative Agent may, at its electionelection (in accordance with the direction of the Required Lenders), (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be ---------------- contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any letters of credit outstanding under the Credit Agreement) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Company agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Company agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Company shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Company irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of Defaulta Default under the Loan Agreement, the Agent Lender may, at its election, (ia) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-interest bearing restricted deposit account (the "Proceeds AccountPROCEEDS ACCOUNT") created and maintained by the Agent Lender for such purpose (as to which Borrower hereby grants a security interest and which shall constitute a Deposit Account included within part of the Collateral hereunder) until such time as the Agent Lender may elect to apply such proceeds to the Secured Obligations, and Grantors agree Borrower agrees that such retention of such proceeds by the Agent Lender shall not be deemed strict foreclosure with respect thereto; , (iib) in any manner elected by the AgentLender, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; , or (iiic) otherwise proceed in any manner permitted by applicable law. Grantors agree Borrower agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors Borrower shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors Borrower irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 its terms, the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent Lender to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under the Letters of Credit) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Collateral Agent for such purpose (which Proceeds Account shall constitute a Deposit Account be included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Debtor agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Debtor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Debtor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account. In furtherance of the provisions of this Section 10(c), the Debtor hereby grants to the Collateral Agent, as additional security for the Secured Obligations, a security interest in any and all Proceeds Accounts, whether now existing or hereafter arising and wherever located.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any letters of credit outstanding) at such time as there may exist an Event of Default, the Agent a Secured Party may, at its his election, (ia) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Agent such Secured Party for such purpose (which shall constitute a Deposit Account deposit account included within the Collateral hereunder) until such time as the Agent such Secured Party may elect to apply such proceeds to the Secured Obligations, and Grantors agree Debtor agrees that such retention of such proceeds by the Agent such Secured Party shall not be deemed strict foreclosure with respect thereto; (iib) in any manner elected by the Agenta Secured Party, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iiic) otherwise proceed in any manner permitted by applicable law. Grantors agree Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors Debtor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors Debtor irrevocably waive waives until the termination of the security interests granted under this Security Agreement in accordance with Section 22 its terms the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent a Secured Party to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any letters of credit outstanding under the $350MM Credit Agreement) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Company agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Company agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Company shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Company irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Insolvency Default or an Event of Default, the Agent Trustee may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-interest bearing restricted deposit account (the "Proceeds Account") created and maintained by the Agent Trustee for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent Trustee may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Guarantor agrees that such retention of such proceeds by the Agent Trustee shall not be deemed strict foreclosure with respect thereto; , (ii) in any manner elected by the AgentTrustee, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; amount or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Guarantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Guarantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors such Guarantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 11.15 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent Trustee to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under the Letters of Credit) at such time as there may exist an Event of Default, the Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree the Subsidiary agrees that such retention of such proceeds by the Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree The Subsidiary agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Subsidiary shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors the Subsidiary irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Swap Contract or FX/Cash Management Agreement) at such time as there may exist an Event of Default, the Administrative Agent may, at its electionelection (in accordance with the direction of the Required Lenders), (i) retain the proceeds of any sale, collection, disposition or other realization upon the Pledged Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (as to which each Pledgor hereby grants a security interest and which shall constitute a Deposit Account included within part of the Pledged Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Pledgor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Pledged Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Pledgor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Pledgor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors such Pledgor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist (including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Swap Contract ) upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, at its electionoption, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree any Debtor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawLaws. Grantors agree Each Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors none of the Debtors shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Debtor irrevocably waive until the termination of the security interests granted under this Agreement in accordance with Section 22 waives the right to make any withdrawal from Form of Guarantor Security Agreement the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated (including with respect to undrawn amounts under the Letters of Credit) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Debtor agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantors agree Each Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors the Debtors shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Debtor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured, unmatured or unliquidated at such time as there may exist an Event of DefaultDefault has occurred and is continuing, the Administrative Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "“Proceeds Account"”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and Grantors agree each Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured, unmatured or unliquidated claims Claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable lawLaw. Grantors agree Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantors such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantors each Grantor irrevocably waive waives until the termination of the security interests granted under this Agreement in accordance with Section 22 ‎Section 25 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.