Common use of Collection and Application of Receivables and Other Collateral Proceeds Clause in Contracts

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such Grantor, (a) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided below in this Section, and (b) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor in trust for the benefit of the Secured Parties) shall continue to be collateral security for the Secured Obligations of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor to the payment of the Secured Obligations of such Grantor then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Secured Parties specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Secured Parties segregated from other funds of such Grantor, and shall, at the request of the Collateral Agent, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Secured Obligations of such Grantor in such order as the Collateral Agent may elect in compliance with the Secured Transaction Documents, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for such Secured Obligations shall be paid over from time to time by the Collateral Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been paid in full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Agent may (but shall not be obligated to) curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such Grantor, (a) shall be forthwith (and, in any event, within two (2) Business Days) be deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided below in this Section, and (b) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor in trust for the benefit of the Secured Parties) shall continue to be collateral security for the Secured Obligations of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Agent’s election, the Collateral Agent may (but shall not be obligated to) apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor to the payment of the Secured Obligations of such Grantor then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Secured Parties specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Secured Parties segregated from other funds of such Grantor, and shall, at the request of the Collateral Agent, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may (but shall not be obligated to) apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Secured Obligations of such Grantor in such order as the Collateral Agent may elect in compliance with the Secured Transaction Documents, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for such Secured Obligations shall be paid over from time to time by the Collateral Agent to the Borrower Company or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been paid in full shall be paid over to the Borrower Company or to whomsoever may be lawfully entitled to receive the same.

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such Grantor, (ai) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Parity Lien Secured Parties only as provided below in this Section, and (bii) until so turned over, shall be held by such Grantor in trust for the Parity Lien Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor in trust for the benefit of the Parity Lien Secured Parties) shall continue to be collateral security for the Secured Parity Lien Obligations of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor to the payment of the Secured Parity Lien Obligations of such Grantor then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Parity Lien Secured Parties specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Parity Lien Secured Parties segregated from other funds of such Grantor, and shall, at the request of the Collateral Agent, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Parity Lien Secured Parties) shall continue to be held as collateral security for all the Secured Parity Lien Obligations and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Secured Parity Lien Obligations of such Grantor in such order as the Collateral Agent may elect in compliance with the Secured Transaction Note Documents, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for such Secured Parity Lien Obligations shall be paid over from time to time by the Collateral Agent to the Borrower Company or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Parity Lien Obligations shall have been paid in full shall be paid over to the Borrower Company or to whomsoever may be lawfully entitled to receive the same.

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such Grantor, (ai) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties Creditors only as provided below in this Section, and (bii) until so turned over, shall be held by such Grantor in trust for the Secured PartiesCreditors, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor in trust for the benefit of the Secured PartiesLenders) shall continue to be collateral security for the Secured Obligations Indebtedness of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Administrative Agent’s 's election, the Collateral Administrative Agent may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor to the payment of the Secured Obligations Indebtedness of such Grantor then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Secured Parties Creditors specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Secured Parties Lenders segregated from other funds of such Grantor, and shall, at the request of the Collateral Administrative Agent, forthwith upon receipt by such Grantor, be turned over to the Collateral Administrative Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Collateral Administrative Agent, if required). All Proceeds received by the Collateral Administrative Agent hereunder shall be held by the Collateral Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Administrative Agent in a Collateral Account (or by such Grantor in trust for the Secured PartiesCreditors) shall continue to be held as collateral security for all the Secured Obligations Indebtedness and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral Administrative Agent’s 's election, the Collateral Administrative Agent may apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Secured Obligations Indebtedness of such Grantor in such order as the Collateral Administrative Agent may elect in compliance with the Secured Transaction DocumentsCredit Agreement, and any part of such funds which the Collateral Administrative Agent elects not so to apply and deems not required as collateral security for such Secured Obligations Indebtedness shall be paid over from time to time by the Collateral Administrative Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations Indebtedness shall have been paid in full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such Grantor, (ai) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided below in this SectionSection 7.1, and (bii) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor in trust for the benefit of the Secured Parties) shall continue to be collateral security for the Secured Obligations of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Administrative Agent’s election, the Collateral Administrative Agent may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor to the payment of the Secured Obligations of such Grantor then due and owing, such application to be made as set forth below in this SectionSection 7.1. In addition to the rights of the Secured Parties specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Secured Parties segregated from other funds of such Grantor, and shall, at the request of the Collateral Administrative Agent, forthwith upon receipt by such Grantor, be turned over to the Collateral Administrative Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Collateral Administrative Agent, if required). All Proceeds received by the Collateral Administrative Agent hereunder shall be held by the Collateral Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Administrative Agent in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided below in this SectionSection 7.1. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral Administrative Agent’s election, the Collateral Administrative Agent may apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Secured Obligations of such Grantor in such order as the Collateral Administrative Agent may elect in compliance with the Secured Transaction DocumentsCredit Agreement, and any part of such funds which the Collateral Administrative Agent elects not so to apply and deems not required as collateral security for such Secured Obligations shall be paid over from time to time by the Collateral Administrative Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been paid in full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Agent Secured Party hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Agent Secured Party may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Agent Secured Party at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such Grantor, (ai) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent Secured Party if required, in a Collateral Account maintained under the sole dominion and control of the Collateral AgentSecured Party, subject to withdrawal by the Collateral Agent for the account of the Secured Parties Party only as provided below in this Section, and (bii) until so turned over, shall be held by such Grantor in trust for the Secured PartiesParty, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any such Grantor in trust for the benefit of the Secured PartiesParty) shall continue to be collateral security for the Secured Obligations of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral AgentSecured Party’s election, the Collateral Agent Secured Party may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor Grantors to the payment of the Secured Obligations of such Grantor then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Secured Parties Party specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Secured Parties Party segregated from other funds of such Grantor, and shall, at the request of the Collateral AgentSecured Party, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent Secured Party in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Collateral AgentSecured Party, if required). All Proceeds received by the Collateral Agent Secured Party hereunder shall be held by the Collateral Agent Secured Party in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent Secured Party in a Collateral Account (or by such any Grantor in trust for the Secured PartiesParty) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral AgentSecured Party’s election, the Collateral Agent Secured Party may apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Secured Obligations of such Grantor in such order as the Collateral Agent Secured Party may elect in compliance with the Secured Transaction DocumentsLoan Agreement, and any part of such funds which the Collateral Agent Secured Party elects not so to apply and deems not required as collateral security for such Secured Obligations shall be paid over from time to time by the Collateral Agent Secured Party to the Borrower such Grantor or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been indefeasibly paid in full in cash shall be paid over to the Borrower Grantor or to whomsoever may be lawfully entitled to receive the same.

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Agent Secured Party hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and the Collateral Agent Secured Party may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Agent Secured Party at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such Grantor, (ai) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent Secured Party if required, in a Collateral Account maintained under the sole dominion and control of the Collateral AgentSecured Party, subject to withdrawal by the Collateral Agent Secured Party for the account of the Secured Parties Creditors only as provided below in this Section, and (bii) until so turned over, shall be held by such Grantor in trust for the Secured PartiesCreditors, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor in trust for the benefit of the Secured PartiesLenders) shall continue to be collateral security for the Secured Obligations Indebtedness of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Agent’s Secured Party's election, the Collateral Agent Secured Party may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor to the payment of the Secured Obligations Indebtedness of such Grantor then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Secured Parties Creditors specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Secured Parties Lenders segregated from other funds of such Grantor, and shall, at the request of the Collateral AgentSecured Party, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent Secured Party in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Collateral AgentSecured Party, if required). All Proceeds received by the Collateral Agent Secured Party hereunder shall be held by the Collateral Agent Secured Party in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent Secured Party in a Collateral Account (or by such Grantor in trust for the Secured PartiesCreditors) shall continue to be held as collateral security for all the Secured Obligations Indebtedness and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s Secured Party's election, the Collateral Agent Secured Party may apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Secured Obligations Indebtedness of such Grantor in such order as the Collateral Agent Secured Party may elect in compliance with the Secured Transaction DocumentsCredit Agreement, and any part of such funds which the Collateral Agent Secured Party elects not so to apply and deems not required as collateral security for such Secured Obligations Indebtedness shall be paid over from time to time by the Collateral Agent Secured Party to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations Indebtedness shall have been paid in full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Agent hereby authorizes each Grantor Borrower to collect such GrantorBorrower’s Receivables, and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such GrantorBorrower, (a) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor Borrower in the exact form received, duly indorsed endorsed by such Grantor Borrower to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties Holders only as provided below in this Section, and (b) until so turned over, shall be held by such Grantor Borrower in trust for the Secured PartiesHolders, segregated from other funds of such GrantorBorrower. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor Borrower in trust for the benefit of the Secured PartiesHolders) shall continue to be collateral security for the Secured Obligations of the applicable Grantor Borrower and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor Borrower to the payment of the Secured Obligations of such Grantor Borrower then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Secured Parties Holders specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor Borrower consisting of cash, checks and other near cash items shall be held by such Grantor Borrower in trust for the Secured Parties Holders segregated from other funds of such GrantorBorrower, and shall, at the request of the Collateral Agent, forthwith upon receipt by such GrantorBorrower, be turned over to the Collateral Agent in the exact form received by such Grantor Borrower (duly indorsed endorsed by such Grantor Borrower to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor Borrower in trust for the Secured PartiesHolders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds of any Grantor Borrower held in any Collateral Account in payment of the Secured Obligations of such Grantor Borrower in such order as the Collateral Agent may elect in compliance with the Secured Transaction DocumentsSubscription Agreement, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for such Secured Obligations shall be paid over from time to time by the Collateral Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been paid in full shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Collection and Application of Receivables and Other Collateral Proceeds. The Collateral Agent Noteholder Representative hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Agent Noteholder Representative may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default (but not at any other time). If required by the Collateral Agent Noteholder Representative at any time after the occurrence and during the continuance of an Event of Default, any Proceeds constituting collections of such Receivables, when collected by such Grantor, (a) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent Noteholder Representative if required, in a Collateral Account maintained under the sole dominion and control of the Collateral AgentNoteholder Representative, subject to withdrawal by the Collateral Agent Noteholder Representative for the account of the Secured Parties only as provided below in this Section, and (b) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Receivables while held by the Collateral Account bank (or by any Grantor in trust for the benefit of the Secured Parties) shall continue to be collateral security for the Secured Notes Obligations of the applicable Grantor and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral AgentNoteholder Representative’s election, the Collateral Agent Noteholder Representative may apply all or any part of the funds on deposit in the Collateral Account established by the relevant Grantor to the payment of the Secured Notes Obligations of such Grantor then due and owing, such application to be made as set forth below in this Section. In addition to the rights of the Secured Parties specified above with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Secured Parties segregated from other funds of such Grantor, and shall, at the request of the Collateral AgentNoteholder Representative, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent Noteholder Representative in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Collateral AgentNoteholder Representative, if required). All Proceeds received by the Collateral Agent Noteholder Representative hereunder shall be held by the Collateral Agent Noteholder Representative in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent Noteholder Representative in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Secured Notes Obligations and shall not constitute payment thereof until applied as provided below in this Section. At any time after the occurrence and during the continuance of an Event of Default, at the Collateral AgentNoteholder Representative’s election, the Collateral Agent Noteholder Representative may apply all or any part of Proceeds of any Grantor held in any Collateral Account in payment of the Secured Notes Obligations of such Grantor in such order as the Collateral Agent Noteholder Representative may elect in compliance with the Secured Transaction DocumentsNote Purchase Agreement, and any part of such funds which the Collateral Agent Noteholder Representative elects not so to apply and deems not required as collateral security for such Secured Notes Obligations shall be paid over from time to time by the Collateral Agent Noteholder Representative to the Borrower Company or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Notes Obligations shall have been paid in full shall be paid over to the Borrower Company or to whomsoever may be lawfully entitled to receive the same.