Common use of Proceeds Clause in Contracts

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, Agent subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, InstrumentsInstruments or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such the order as set forth in Section 8.2 of the Administrative Agent may electCredit Agreement, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s 's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, Agent subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, InstrumentsInstruments or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds or Proceeds on deposit in said special collateral account on account of the Secured Obligations in such the order as set forth in Section 8.2 of the Administrative Agent may electCredit Agreement, and any part of such funds or Proceeds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by (a) In addition to the rights of the Administrative Agent at any time after and the occurrence and during the continuance of an Event of Default, any Secured Parties specified in Section 3(c) with respect to payments of AccountsReceivables, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash it is agreed that all Proceeds received by each any Grantor upon the sale or consisting of cash, checks and other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, near-cash items shall be held by such Grantor the Grantors in trust for the Administrative Agent for the ratable benefit of and the Secured Parties, segregated from other funds of the Grantors, and shall, promptly upon receipt by any such Grantor, be deposited and held in a Controlled Account (or, to the limit allowed, in an Excluded Account). Each deposit of any Any and all such Proceeds shall be accompanied by held in a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent Controlled Account (or by any Grantor in trust for the Administrative Agent for the ratable benefit of and the Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter providedprovided in Section 8(b). At such intervals as may Cash or any other property held in a Controlled Account shall not be agreed upon by each transferred to any Deposit Account, Securities Account or Commodity Account of any Grantor and the Administrative Agent, or, if that is not a Controlled Account or an Excluded Account. (b) If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s electionelection (or at the direction of the Required Lenders), the Administrative Agent shall apply all or any part of the funds Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of any Pledge Agreement, the Guarantee or any other Loan Document, or otherwise received by the Administrative Agent, against the Obligations (whether matured or unmatured), such application to be in the following order: 1. First, to pay incurred and unpaid fees and expenses of the Issuing Lenders and Agents under the Loan Documents; 2. Second, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of interest and fees pro rata among the Secured Parties according to the amounts of such Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 3. Third, to the Administrative Agent, for application by it towards (i) payment of all principal on deposit in said special collateral account on account all Loans then outstanding and all Unreimbursed Amounts then outstanding and (ii) Cash Collateralizing any outstanding Letters of Credit, pro rata among the Secured Parties according to the amounts of the Obligations in such order as to be so paid or Cash Collateralized under this clause (iii) owing to the Secured Parties; 4. Fourth, to the Administrative Agent may electAgent, for application by it towards payment of all other amounts then due and any part owing and remaining unpaid in respect of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of such funds which Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 5. Fifth, to the Administrative Agent elects not so to apply and deems not required as collateral security Agent, for application by it towards prepayment of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of the Obligations (other than the Subordinated Obligations) being so prepaid then held by the Secured Parties; 6. Sixth, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of the Subordinated Obligations and prepayment of the remaining Subordinated Obligations, pro rata among the Subordinated Parties according to the amounts of the Subordinated Obligations then due and owing and remaining unpaid or being so prepaid then held by the Subordinated Parties; and 7. Seventh, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated, shall be paid over from time to time by the Administrative Agent to each applicable Grantor or to whomsoever else may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as accordance with Section 10.02 of the Administrative Agent may elect, Credit Agreement and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any Any such Proceeds so deposited shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, including Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Collateral Agent (or by any Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Administrative Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as accordance with Section 11.02(c) of the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameCredit Agreement.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, Agent subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust on behalf of and for the benefit of the Administrative Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, InstrumentsInstruments or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Agent (or by any Grantor in trust on behalf of and for the benefit of the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds Proceeds on deposit in said special collateral account on account of the Secured Obligations in such the order as set forth in Section 8.2 of the Administrative Agent may electCredit Agreement, and any part of such funds Proceeds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent Collateral Trustee at any time after the occurrence and during the continuance of an Event of DefaultDefault but subject to the terms of the Intercreditor Agreement, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent Collateral Trustee if required, in a special collateral account maintained by the Administrative AgentCollateral Trustee, subject to withdrawal by the Administrative Agent Collateral Trustee for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent Collateral Trustee for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent Collateral Trustee (or by any Grantor in trust for the Administrative Agent Collateral Trustee for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative AgentCollateral Trustee, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative AgentCollateral Trustee’s election, the Administrative Agent Collateral Trustee shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Administrative Agent Collateral Trustee may elect, and any part of such funds which the Administrative Agent Collateral Trustee elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent Collateral Trustee to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Collateral composed of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesCreditors, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesCreditors) shall continue to be collateral security for all of the Borrower Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Borrower Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Borrower Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the First Lien Administrative Agent Agent, as agent or bailee of the Administrative Agent, if required, in a special collateral account maintained by the First Lien Administrative Agent, subject to withdrawal by the First Lien Administrative Agent (for itself and as bailee for the Administrative Agent) for the ratable benefit of the Senior Lenders prior to the Discharge of First Lien Obligations and thereafter to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the First Lien Administrative Agent for the ratable benefit of the Senior Lenders or the Administrative Agent for the ratable benefit of the Secured Parties, Parties (as applicable) segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the First Lien Administrative Agent or the Administrative Agent (or by any Grantor in trust for the First Lien Administrative Agent for the ratable benefit of the Senior Lenders or the Administrative Agent for the ratable benefit of the Secured PartiesParties (as applicable)) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative AgentAgent (subject to the Intercreditor Agreement), or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s electionelection (subject to the Intercreditor Agreement), the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as specified in Section 10.02(c) of the Administrative Agent may electCredit Agreement, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Collateral Agent (or by any Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Administrative Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Administrative Collateral Agent may elect, and any part of such funds which the Administrative Collateral Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Collateral Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by In addition to the rights of the Administrative Agent at any time after Agent, the occurrence Lenders and the Issuing Lender specified in Section 3(d) with respect to payments of Accounts, it is agreed that, during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash (a) all Proceeds received by each any Grantor upon the sale or consisting of cash, checks and other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, near-cash items shall be held by such Grantor in trust for the Administrative Agent for Agent, the ratable benefit of Lenders and the Secured PartiesIssuing Lender, segregated from other funds of the Grantors, and shall, forthwith upon receipt by any such Grantor. Each deposit of any such Proceeds shall , be accompanied by a report identifying in reasonable detail turned over to the nature and source of the payments included Administrative Agent in the deposit. All Proceeds exact form received by such Grantor (includingduly endorsed by such Grantor to the Administrative Agent, without limitationif required), Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while and held by the Administrative Agent in a Collateral Account maintained under the sole dominion and control of the Administrative Agent. Any and all such Proceeds held by the Administrative Agent in a Collateral Account (or by any such Grantor in trust for the Administrative Agent for and the ratable benefit of Lenders and the Secured PartiesIssuing Lender) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter providedprovided in this Section. At such intervals as may be agreed upon by each Grantor between the Administrative Agent and the Administrative Agent, Grantors or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s 's election, the Administrative Agent shall may apply all or any part of the funds on deposit Proceeds held in said special collateral account on account of any Collateral Account or otherwise received by the Administrative Agent against the Secured Obligations (whether matured or unmatured), such application to be in such order as the Administrative Agent may shall elect, and any part . Any balance of such funds which Proceeds remaining after the Administrative Agent elects not so to apply Secured Obligations shall have been paid in full and deems not required as collateral security for the Obligations Commitments shall have expired or been terminated shall be paid over from time to time by the Administrative Agent to each Grantor Grantors or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each GrantorPledgor, and any other cash or non-cash Proceeds received by each Grantor Pledgor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor Pledgor in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties Lenders only, as hereinafter provided, and, until so turned over, shall be held by such Grantor Pledgor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesLenders, segregated from other funds of any such GrantorPledgor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor Pledgor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesLenders) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor Pledgor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s 's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor Pledgor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of a Priority Lien Debt Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each the Grantor, and any other cash or non-cash Proceeds received by each the Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business DaysDays from the date of sale or other disposition of such Collateral) deposited by such the Grantor in the exact form received, duly indorsed endorsed by such the Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such the Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Collateral Agent (or by any the Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each the Grantor and the Administrative Collateral Agent, or, if an Event of a Priority Lien Debt Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Administrative Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Collateral Agent may elect, and any part of such funds which the Administrative Collateral Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Collateral Agent to each the Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by (a) In addition to the rights of the Administrative Agent at any time after and the occurrence and during the continuance of an Event of Default, any Secured Parties specified in Section 3(c) with respect to payments of AccountsReceivables, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash it is agreed that all Proceeds received by each any Grantor upon the sale or consisting of cash, checks and other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, near-cash items shall be held by such Grantor the Grantors in trust for the Administrative Agent for the ratable benefit of and the Secured Parties, segregated from other funds of the Grantors, and shall, promptly upon receipt by any such Grantor, be deposited and held in a Controlled Account (or, to the limit allowed, in an Excluded Account). Each deposit of any Any and all such Proceeds shall be accompanied by held in a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent Controlled Account (or by any Grantor in trust for the Administrative Agent for the ratable benefit of and the Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter providedprovided in Section 8(b). At such intervals as may Cash or any other property held in a Controlled Account shall not be agreed upon by each transferred to any Deposit Account, Securities Account or Commodity Account of any Grantor and the Administrative Agent, or, if that is not a Controlled Account or an Excluded Account. (b) If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s electionelection (or at the direction of the Required Lenders), the Administrative Agent shall apply all or any part of the funds Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of any Pledge Agreement, the Guarantee or any other Loan Document, or otherwise received by the Administrative Agent, against the Obligations (whether matured or unmatured), such application to be in the following order: (i) First, to pay incurred and unpaid fees and expenses of the Issuing Lenders and Agents under the Loan Documents; (ii) Second, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of interest and fees pro rata among the Secured Parties according to the amounts of such Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; (iii) Third, to the Administrative Agent, for application by it towards (i) payment of all principal on deposit in said special collateral account on account all Loans then outstanding and all Unreimbursed Amounts then outstanding and (ii) Cash Collateralizing any outstanding Letters of Credit, pro rata among the Secured Parties according to the amounts of the Obligations in such order as to be so paid or Cash Collateralized under this clause (iii) owing to the Secured Parties; (iv) Fourth, to the Administrative Agent may electAgent, for application by it towards payment of all other amounts then due and any part owing and remaining unpaid in respect of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of such funds which Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; (v) Fifth, to the Administrative Agent elects not so to apply and deems not required as collateral security Agent, for application by it towards prepayment of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of the Obligations (other than the Subordinated Obligations) being so prepaid then held by the Secured Parties; (vi) Sixth, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of the Subordinated Obligations and prepayment of the remaining Subordinated Obligations, pro rata among the Subordinated Parties according to the amounts of the Subordinated Obligations then due and owing and remaining unpaid or being so prepaid then held by the Subordinated Parties; and (vii) Seventh, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated, shall be paid over from time to time by the Administrative Agent to each applicable Grantor or to whomsoever else may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Proceeds. If Subject to the First Lien/Second Lien Intercreditor Agreement, if required by the Administrative Collateral Agent (at the direction of the Required Purchasers) at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Agent, Collateral Agent subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust on behalf of and for the Administrative benefit of the Collateral Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, InstrumentsInstruments or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Collateral Agent (or by any Grantor in trust on behalf of and for the Administrative benefit of the Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At Subject to the First Lien/Second Lien Intercreditor Agreement, at such intervals as may be agreed upon by each Grantor and the Administrative AgentCollateral Agent (at the direction of the Required Purchasers), or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s (at the direction of the Required Purchasers) election, the Administrative Collateral Agent shall apply all or any part of the funds Proceeds on deposit in said special collateral account on account of the Secured Obligations in such the order as set forth in Section 8.2 of the Administrative Agent may electNote Purchase Agreement, and any part of such funds Proceeds which the Administrative Collateral Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Collateral Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same. After an Event of Default specified in Section 8.1(g) or 8.1(h) of the Note Purchase Agreement, any expenses incurred or services rendered by the Collateral Agent or any Purchaser in connection therewith (including the reasonable expenses of its counsel) shall constitute expenses of administration under the Bankruptcy Code.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s 's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each the Grantor, and any other cash or non-cash Proceeds received by each the Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business DaysDays from the date of sale or other disposition of such Collateral) deposited by such the Grantor in the exact form received, duly indorsed by such the Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such the Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any the Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each the Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each the Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the US Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Collateral composed of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the US Administrative Agent if required, in a special collateral account maintained by the US Administrative Agent, subject to withdrawal by the US Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the US Administrative Agent for the ratable benefit of the Secured PartiesCreditors, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the US Administrative Agent (or by any Grantor in trust for the US Administrative Agent for the ratable benefit of the Secured PartiesCreditors) shall continue to be collateral security for all of the Borrower Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the US Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the US Administrative Agent’s election, the US Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Borrower Obligations in such order as the US Administrative Agent may elect, and any part of such funds which the US Administrative Agent elects not so to apply and deems not required as collateral security for the Borrower Obligations shall be paid over from time to time by the US Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Collateral composed of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations Indebtedness and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations Indebtedness in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations Indebtedness shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by (a) In addition to the rights of the Administrative Agent at any time after and the occurrence and during the continuance of an Event of Default, any Secured Parties specified in Section 3(c) with respect to payments of AccountsReceivables, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash it is agreed that all Proceeds received by each any Grantor upon the sale or consisting of cash, cheques and other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, near-cash items shall be held by such Grantor the Grantors in trust for the Administrative Agent for the ratable benefit of and the Secured Parties, segregated from other funds of the Grantors, and shall, promptly upon receipt by any such Grantor, be deposited and held in a Controlled Account (or, to the limit allowed, in an Excluded Account). Each deposit of any Any and all such Proceeds shall be accompanied by held in a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent Controlled Account (or by any Grantor in trust for the Administrative Agent for the ratable benefit of and the Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter providedprovided in Section 8(b). At such intervals as may Cash or any other property held in a Controlled Account shall not be agreed upon by each transferred to any Deposit Account, Securities Account or Commodity Account of any Grantor and the Administrative Agent, or, if that is not a Controlled Account or an Excluded Account. (b) If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s electionelection (or at the direction of the Required Lenders), the Administrative Agent shall apply all or any part of the funds Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of any Pledge Agreement, the Guarantee or any other Loan Document, or otherwise received by the Administrative Agent, against the Obligations (whether matured or unmatured), such application to be in the following order: 1. First, to pay incurred and unpaid fees and expenses of the Issuing Lenders and Agents under the Loan Documents; 2. Second, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of interest and fees pro rata among the Secured Parties according to the amounts of such Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; CANADIAN SECURITY AGREEMENT 3. Third, to the Administrative Agent, for application by it towards (i) payment of all principal on deposit in said special collateral account on account all Loans then outstanding and all Unreimbursed Amounts then outstanding and (ii) Cash Collateralizing any outstanding Letters of Credit, pro rata among the Secured Parties according to the amounts of the Obligations in such order as to be so paid or Cash Collateralized under this clause (iii) owing to the Secured Parties; 4. Fourth, to the Administrative Agent may electAgent, for application by it towards payment of all other amounts then due and any part owing and remaining unpaid in respect of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of such funds which Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 5. Fifth, to the Administrative Agent elects not so to apply and deems not required as collateral security Agent, for application by it towards prepayment of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of the Obligations (other than the Subordinated Obligations) being so prepaid then held by the Secured Parties; 6. Sixth, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of the Subordinated Obligations and prepayment of the remaining Subordinated Obligations, pro rata among the Subordinated Parties according to the amounts of the Subordinated Obligations then due and owing and remaining unpaid or being so prepaid then held by the Subordinated Parties; and 7. Seventh, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated, shall be paid over from time to time by the Administrative Agent to each applicable Grantor or to whomsoever else may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Proceeds. If Subject to the Intercreditor Agreement, if required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith promptly (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, Agent subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, InstrumentsInstruments or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, subject to the Intercreditor Agreement, at any time at the Administrative Agent’s election, the Administrative Agent shall apply all or any part of the funds or Proceeds on deposit in said special collateral account on account of the Secured Obligations in such the order as set forth in Section 8.2 of the Administrative Agent may electTerm Loan Agreement, and any part of such funds or Proceeds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent Collateral Agent, subject to the terms of the Second Lien Intercreditor Agreement, at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each any Grantor, and any other cash or non-cash Proceeds received by each such Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties) Parties (or by such Grantor in trust for the Collateral Agent), shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided, nor shall it constitute payment of indebtedness owed to the Second Lien Creditor. At such intervals as may be agreed upon by each Grantor and The Collateral Agent shall, subject to the Administrative Agentterms of the Second Lien Intercreditor Agreement, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as accordance with the Administrative Agent may electprovisions of Section 10.02(c) of the Credit Agreement, and any part of such funds which the Administrative Collateral Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Collateral Agent to each Grantor the Grantors or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each the Grantor, and any other cash or non-cash Proceeds received by each the Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such the Grantor in the exact form received, duly indorsed by such the Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such the Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, or Instruments) while held by the Administrative Agent (or by any the Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter herein provided. At such intervals as may be agreed upon by each the Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each the Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor Pledgor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor Pledgor in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor Pledgor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such GrantorPledgor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor Pledgor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor Pledgor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor Pledgor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If Subject to the terms of the Subordination Agreement, if required by the Administrative Security Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Security Agent if required, in a special collateral account maintained by the Administrative Agent, Security Agent subject to withdrawal by the Administrative Security Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Security Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, including Proceeds constituting collections of Accounts, Chattel Paper, InstrumentsInstruments or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Security Agent (or by any Grantor in trust for the Administrative Security Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Security Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Security Agent’s electionelection (subject to the terms of the Subordination Agreement), the Administrative Security Agent shall apply all or any part of the funds or Proceeds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may electSecured Obligations, and any part of such funds or Proceeds which the Administrative Security Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Security Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent at the direction of the Lead Lenders for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s Lead Lenders’ election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as accordance with Section 8.6 of the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameCredit Agreement.

Proceeds. If required by (a) In addition to the rights of the Administrative Agent at any time after and the occurrence and during the continuance of an Event of Default, any Secured Parties specified in Section 3(c) with respect to payments of AccountsReceivables, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash it is agreed that all Proceeds received by each any Grantor upon the sale or consisting of cash, cheques and other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, near-cash items shall be held by such Grantor the Grantors in trust for the Administrative Agent for the ratable benefit of and the Secured Parties, segregated from other funds of the Grantors, and shall, promptly upon receipt by any such Grantor, be deposited and held in a Controlled Account (or, to the limit allowed, in an Excluded Account). Each deposit of any Any and all such Proceeds shall be accompanied by held in a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent Controlled Account (or by any Grantor in trust for the Administrative Agent for the ratable benefit of and the Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter providedprovided in Section 8(b). At such intervals as may Cash or any other property held in a Controlled Account shall not be agreed upon by each transferred to any Deposit Account, Securities Account or Commodity Account of any Grantor and the Administrative Agent, or, if that is not a Controlled Account or an Excluded Account. (b) If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s electionelection (or at the direction of the Required Lenders), the Administrative Agent shall apply all or any part of the funds Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of any Pledge Agreement, the Guarantee or any other Loan Document, or otherwise received by the Administrative Agent, against the Obligations (whether matured or unmatured), such application to be in the following order: 1. First, to pay incurred and unpaid fees and expenses of the Issuing Lenders and Agents under the Loan Documents; 2. Second, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of interest and fees pro rata among the Secured Parties according to the amounts of such Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 3. Third, to the Administrative Agent, for application by it towards (i) payment of all principal on deposit in said special collateral account on account all Loans then outstanding and all Unreimbursed Amounts then outstanding and (ii) Cash Collateralizing any outstanding Letters of Credit, pro rata among the Secured Parties according to the amounts of the Obligations in such order as to be so paid or Cash Collateralized under this clause (iii) owing to the Secured Parties; 4. Fourth, to the Administrative Agent may electAgent, for application by it towards payment of all other amounts then due and any part owing and remaining unpaid in respect of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of such funds which Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 5. Fifth, to the Administrative Agent elects not so to apply and deems not required as collateral security Agent, for application by it towards prepayment of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of the Obligations (other than the Subordinated Obligations) being so prepaid then held by the Secured Parties; 6. Sixth, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of the Subordinated Obligations and prepayment of the remaining Subordinated Obligations, pro rata among the Subordinated Parties according to the amounts of the Subordinated Obligations then due and owing and remaining unpaid or being so prepaid then held by the Subordinated Parties; and 7. Seventh, any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated, shall be paid over from time to time by the Administrative Agent to each applicable Grantor or to whomsoever else may be lawfully entitled to receive the same. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper Paper, and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, Agent subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments, or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such the order as set forth in Section 8.2 of the Administrative Agent may electCredit Agreement, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the US Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Collateral composed of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the US Administrative Agent if required, in a special collateral account maintained by the US Administrative Agent, subject to withdrawal by the US Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the US Administrative Agent for the ratable benefit of the Secured PartiesCreditors, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the US Administrative Agent (or by any Grantor in trust for the US Administrative Agent for the ratable benefit of the Secured PartiesCreditors) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the US Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the US Administrative Agent’s election, the US Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the US Administrative Agent may elect, and any part of such funds which the US Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the US Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (fully indorsed by such Grantor to the Collateral Agent, if required). Each deposit of any Any such Proceeds so deposited shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, including Proceeds constituting collections of Accounts, Chattel Paper, and Instruments) while held by the Administrative Collateral Agent (or by any Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Administrative Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as accordance with Section 10.03(c) of the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameCredit Agreement.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance existence of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuingexists, at any time at the Administrative Agent’s election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If (a) The Secured Parties hereby agree among themselves that (i) if no Triggering Event exists, each Secured Party shall be entitled to receive and retain for its own account, and shall never be required by to disgorge to the Administrative Collateral Agent at or any time after other Secured Party or acquire direct or participating interests in the occurrence and during Loan Obligations or the continuance of an Event of DefaultSwap Obligations owing to such Secured Party, any scheduled payments or voluntary prepayments, payments of Accountsprincipal, Instrumentsinterest, Chattel Paper and Payment Intangiblesfees, when collected or received by each Grantorsettlement payments, termination payments, setoff amounts and any other payments in respect of the Principal Agreements, all in compliance with the terms thereof, and (ii) during the existence of a Triggering Event, all such amounts (other than amounts resulting from the exercise of netting or setoff rights by any Swap Counterparty or any Secured Cash Management Provider, which are acknowledged to be for the sole benefit of the applicable Swap Counterparty or Secured Cash Management Provider, as applicable, and cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor collateral pledged to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Issuing Bank with respect to Letters of Credit) shall be treated as if constituting Proceeds and paid to the Collateral Agent for application in accordance with Section 5(c) of this Agreement. (b) To the extent any Secured Parties onlyParty (including the Collateral Agent) shall obtain or receive any amount or payment in respect of any Loan Obligations or Swap Obligations owed to such Secured Party (other than amounts resulting from the exercise of netting or setoff rights by any Swap Counterparty or any Secured Cash Management Provider, which are acknowledged to be for the sole benefit of the applicable Swap Counterparty or Secured Cash Management Provider, as hereinafter providedapplicable, and, until so turned over, shall be held by such Grantor in trust for and cash collateral pledged to the Administrative Agent for the ratable benefit of the Issuing Bank with respect to Letters of Credit) other than in accordance with this Section 5, such Secured Parties, segregated from Party shall notify each other funds of any such Grantor. Each deposit of any such Proceeds Secured Party and shall be accompanied by a report identifying promptly pay (in reasonable detail the nature and source case of the payments included Collateral Agent, to the extent in its possession) such amount (less reasonable costs and expenses incurred by such Secured Party in obtaining such amount) to the deposit. Collateral Agent for application in accordance with Section 5(c) of this Agreement. (c) All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or received by any Grantor in trust Secured Party (including the Collateral Agent) during the existence of a Triggering Event (other than amounts resulting from the exercise of netting or setoff rights by any Swap Counterparty or any Secured Cash Management Provider, which are acknowledged to be for the sole benefit of the applicable Swap Counterparty or Secured Cash Management Provider, as applicable, and cash collateral pledged to the Administrative Agent for the ratable benefit of the Secured PartiesIssuing Bank with respect to Letters of Credit) shall continue be paid to be collateral security the Collateral Agent for all the account of the Secured Parties and applied by the Collateral Agent in the following order: (i) First, to payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and indemnities payable to the Administrative Agent, orthe Collateral Agent and the Issuing Bank, if in each case in their capacities as such; (ii) Second, pro rata to payment or reimbursement of that portion of the Total Obligations (other than Secured Cash Management Obligations) constituting fees, expenses and indemnities payable to the Secured Parties (to the extent not addressed in priority First); (iii) Third, pro rata to payment of accrued interest on the Loans and LC Disbursements (as defined in the Credit Agreement as in effect on the date hereof) and any Yield Maintenance Amount and Call Protection Amount (as such terms are defined in the Credit Agreement as in effect on the date hereof), other than Excess Loan Obligations, then due; (iv) Fourth, pro rata to payment of (A) principal outstanding on the Loans (as defined in the Credit Agreement as in effect on the date hereof), other than Excess Loan Obligations, (B) reimbursement obligations in respect of Letters of Credit, other than Excess Loan Obligations (and cash collateralization of LC Exposure (as defined in the Credit Agreement as in effect on the date hereof) in an Event amount equal to 103.5% of Default shall have occurred and be continuingthe aggregate undrawn amount of such Letters of Credit, at any time at the Administrative Agent’s election, in a manner reasonably satisfactory to the Administrative Agent and the Issuing Bank), (C) outstanding Swap Obligations owing to Swap Counterparties and (D) until the Discharge of Loan Obligations has occurred, Secured Cash Management Obligations owed to Secured Cash Management Providers; (v) Fifth, to payment of Loan Obligations constituting Excess Loan Obligations; and (vi) Sixth, pro rata to any other Total Obligations; and (vii) Seventh, any excess, after all of the Total Obligations shall apply all have been indefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement (as defined in the Credit Agreement). Notwithstanding the foregoing, amounts received from any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (as such terms are defined in the Credit Agreement as in effect on the date hereof); it being understood, that if any amount is applied to any Total Obligations other than Excluded Swap Obligations as a result of this clause, Collateral Agent shall make such adjustments as it reasonably determines are appropriate to distributions pursuant to priority Fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Total Obligations described in priority Fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Total Obligations pursuant to priority Fourth above. (d) Notwithstanding any other provision of this Agreement or any part other Principal Agreement to the contrary, nothing contained herein shall be construed to impair the rights of the Administrative Agent or Issuing Bank to exercise its rights and remedies in respect of any cash collateral pledged to the Administrative Agent for the benefit of the Issuing Bank under Section 2.06(j) or any other provision of the Credit Agreement as in effect on the date hereof, and each of the parties hereto acknowledges and agrees that the Lien of the Administrative Agent or Issuing Bank in respect of such cash collateral or any account established and funded to cash collateralize any Letters of Credit issued by the Issuing Bank and all funds on deposit in said special collateral account on account therein or credited thereto shall be for the benefit of the Obligations Issuing Bank and such cash collateral, accounts or funds on deposit therein shall not be distributed to any other Secured Party hereunder, in such order as the Administrative Agent may elect, and any part each case until all obligations in respect of such Letters of Credit have terminated or have been paid in full in cash, at which point, if a Triggering Event exists, such cash collateral, accounts and funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations on deposit shall be paid over from time applied pursuant to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameSection 5(c).

Proceeds. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of a Priority Lien Debt Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business DaysDays from the date of sale or other disposition of such Collateral) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, or Instruments) while held by the Administrative Collateral Agent (or by any Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Collateral Agent, or, if an Event of a Priority Lien Debt Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Administrative Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Collateral Agent may elect, and any part of such funds which the Administrative Collateral Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Collateral Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each the Grantor, and any other cash or non-cash Proceeds received by each the Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such the Grantor in the exact form received, duly indorsed by such the Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such the Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Collateral Agent (or by any the Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter providedprovided in this Article VII. At such intervals as may be agreed upon by each the Grantor and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Administrative Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Administrative Collateral Agent may elect, and any part of such funds which that the Administrative Collateral Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Collateral Agent to each the Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance existence of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuingexists, at any time at the Administrative Agent’s election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and [AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each GrantorPledgor, and any other cash or non-cash Proceeds received by each Grantor Pledgor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor Pledgor in the exact form received, duly indorsed by such Grantor Pledgor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties Lenders only, as hereinafter provided, and, until so turned over, shall be held by such Grantor Pledgor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesLenders, segregated from other funds of any such GrantorPledgor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor Pledgor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesLenders) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor Pledgor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor Pledgor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault (but subject to the terms of the Intercreditor Agreement), any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Collateral Agent (or by any Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Administrative Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Collateral Agent may elect, and any part of such funds which the Administrative Collateral Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Collateral Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, Agent subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such All Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, InstrumentsInstruments or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds or Proceeds on deposit in said special collateral account on account of the Secured Obligations in such the order as set forth in Section 8.2 of the Administrative Agent may electCredit Agreement, and any part of such funds or Proceeds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required In addition to the rights of the Administrative Agent, the Lenders and the Issuing Lender specified in Section 3(d) with respect to payments of Accounts, it is agreed that (a) all Proceeds received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Administrative Agent, the Lenders and the Issuing Lender, segregated from other funds of the Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Administrative Agent in the exact form received by the Borrower (duly endorsed by the Borrower to the Administrative Agent, if required), and held by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account Collateral Account maintained by under the sole dominion and control of the Administrative Agent, subject to withdrawal . Any and all such Proceeds held by the Administrative Agent for in a Collateral Account (or by the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor Borrower in trust for the Administrative Agent for and the ratable benefit of Lenders and the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesIssuing Lender) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter providedprovided in this Section. At such intervals as may be agreed upon by each Grantor between the Administrative Agent and the Administrative Agent, Borrower or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s 's election, the Administrative Agent shall may apply all or any part of the funds on deposit Proceeds held in said special collateral account on account of any Collateral Account or otherwise received by the Administrative Agent against the Secured Obligations (whether matured or unmatured), such application to be in such order as the Administrative Agent may shall elect, and any part . Any balance of such funds which Proceeds remaining after the Administrative Agent elects not so to apply Secured Obligations shall have been paid in full and deems not required as collateral security for the Obligations Commitments shall have expired or been terminated shall be paid over from time to time by the Administrative Agent to each Grantor Borrower or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, election the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as specified in Section 10.02(c) of the Administrative Agent may electCredit Agreement, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Collateral composed of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any Any such Proceeds so deposited shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, including Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as accordance with Section 7.06 of the Administrative Agent may electCredit Agreement. Notwithstanding the foregoing, and no amounts received from any part Guarantor shall be applied to any Excluded Swap Obligations of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameGuarantor.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each any Grantor, and any other cash or non-cash Proceeds received by each any Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, including Proceeds constituting collections of Accounts, Chattel Paper, Paper or Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each such Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each such Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent Collateral Agent, subject to the terms of the Intercreditor Agreement, at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each any Grantor, and any other cash or non-cash Proceeds received by each such Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties) Parties (or by such Grantor in trust for the Collateral Agent), shall continue to be collateral security for all of the Obligations Indebtedness and shall not constitute payment thereof until applied as hereinafter provided, nor shall it constitute payment of indebtedness owed to the First Lien Agent. At such intervals as may be agreed upon by each Grantor and The Collateral Agent shall, subject to the Administrative Agentterms of the Intercreditor Agreement, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations Indebtedness in such order as accordance with the Administrative Agent may electprovisions of Section 6.10 of the Indenture, and any part of such funds which the Administrative Collateral Agent elects not so to apply and deems not required as collateral security for the Obligations Indebtedness shall be paid over from time to time by the Administrative Collateral Agent to each Grantor the Grantors or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment IntangiblesIntangibles comprising a portion of the Collateral, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, A gent in a special collateral account maintained by the Administrative Agent, Agent subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, Parties segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, including Proceeds constituting collections of Accounts, Chattel Paper, InstrumentsInstruments or Payment Intangibles comprising a portion of the Collateral) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds or Proceeds on deposit in said special collateral account on account of the Secured Obligations in such the order as set forth in Section 8.2 of the Administrative Agent may electCredit Agreement, and any part of such funds or Proceeds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required In addition to the rights of the Administrative Agent and the Lenders specified in Section 3(c) with respect to payments of Accounts, it is agreed that if an Event of Default shall occur and be continuing (a) upon written notice by the Administrative Agent at any time after to the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash all Proceeds received by each the Grantor consisting of cash, checks and other near-cash items shall be held by the Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Grantor, and, forthwith upon receipt by the sale or other disposition of any CollateralGrantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor turned over to the Administrative Agent in the exact form received, received by the Grantor (duly indorsed endorsed by such the Grantor to the Administrative Agent Agent, if required), and (b) any and all such Proceeds received by the Administrative Agent (whether from the Grantor or otherwise) may, in a special collateral account maintained by the sole discretion of the Administrative Agent, subject to withdrawal (i) be held by the Administrative Agent for the ratable benefit of the Secured Parties onlyLenders as collateral security for the Guaranteed Obligations, as hereinafter provided, and, until so turned over, shall and/or (ii) then or at any time thereafter either (x) be held applied by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesLenders against the Guarantee Obligations (whether matured or unmatured), segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue application to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as the Administrative Agent may shall elect, and any part or (y) at the sole discretion of the Administrative Agent, be available for use by the Grantor in the operation of its business. Any balance of such funds which Proceeds remaining after the Administrative Agent elects not so to apply Guarantee Obligations shall have been paid in full and deems not required as collateral security for the Obligations Commitments shall have been terminated shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent at the direction of the Lead Lenders for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s Lead Lenders’ election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Obligations in such order as accordance with Section 2.10 of the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameCredit Agreement.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties Creditors only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesCreditors, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured PartiesCreditors) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter providedprovided in this Article VII. At such intervals as may be agreed upon by each Grantor 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, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as the Administrative Agent may elect, and any part of such funds which that the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault or a Triggering Event, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent at the direction of the Requisite Holders for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default or Triggering Event shall have occurred and be continuing, at any time at the Administrative Agent’s Requisite Holders’ election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as accordance with Section 2.11(f) of the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameNote Purchase Agreement.

Proceeds. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a special collateral account maintained by the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any Any such Proceeds so deposited shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, including Proceeds constituting collections of Accounts, Chattel Paper, and Instruments) while held by the Administrative Collateral Agent (or by any Grantor in trust for the Administrative Collateral Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Administrative Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as accordance with Section 10.03(c) of the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameCredit Agreement.

Proceeds. If Subject to any Intercreditor Agreement, if required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by each Grantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent at the direction of the Requisite Lenders for the ratable benefit of the Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from other funds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments) while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s Requisite Lenders’ election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in such order as accordance with Section 2.10(b) of the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may be lawfully entitled to receive the sameCredit Agreement.