Common use of Proceeds Account Clause in Contracts

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

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

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

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

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

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

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

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