Common use of Cash Collateral Accounts Clause in Contracts

Cash Collateral Accounts. In addition to the requirement to deposit cash collateral pursuant to Section 2.14(a)(iii), at any time and from time to time after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Accounts. In addition to (a) The Partnership hereby establishes in the requirement to deposit cash collateral pursuant to Section 2.14(a)(iii), at any time and from time to time after the occurrence and during the continuance name of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral AgentBank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the Issuing "OPERATING ACCOUNT") with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B to the banks listed on Schedule I hereto, which hold the operating accounts for the Premises (the "PROPERTY ACCOUNTS"), pursuant to which such banks have been instructed to deposit on a daily basis by transfer to the Operating Account, upon receipt, all operating revenue from the Premises, and other amounts received in the Property Accounts, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding and the Permitted Merger shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and Partnership hereby establishes in the discretion name of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership without the prior written consent of each Holder of an Outstanding Security. The Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Party, Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be applied the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Obligations of such Account Party Partnership in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waivedsucceeding month.

Cash Collateral Accounts. In addition to Each deposit and Permitted Cover under Sections 2.12(a), (b) and (c) shall be held by the requirement to deposit cash collateral pursuant Administrative Agent (subject to Section 2.14(a)(iii), at any time 7.09) as collateral for the payment and from time to time after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent performance of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit obligations of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall ariseCompany under this Agreement. The Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held account. If required by themthe Administrative Agent, the Company shall enter into any pledge or security agreement and any UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Other than any interest on Such deposits shall be invested in Permitted Investments selected by the investment Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such amounts in cash equivalent investments, which investments Permitted Investment activities shall be made at for the direction account of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interestCompany. Interest and or profits, if any, on such investments shall accumulate in such accountaccounts for the account of the Company. In the event of a drawing, and subsequent payment Moneys in such accounts shall be applied by the Administrative Agent (i) to reimburse Issuing Bank, under any Letter of Credit at any time during Lenders for LC Disbursements for which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver they have not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any LC Excess; provided that moneys in such accounts relating to the Company’s obligations under Section 2.12(c) shall be applied by the Administrative Agent to reimburse the Issuing Bank Lenders on a ratable basis for the applicable Defaulting Lender’s Applicable Percentage of LC Disbursements for which the Issuing Lenders have not been reimbursed. If the Company is required to provide an amount equal to the Reimbursement Obligation created of cash collateral hereunder as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no LC Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party Company within three Business Days after request therefor by the Company. If the Company is required to provide an amount of cash collateral hereunder as a result of any LC Excess, and the Administrative Agent shall subsequently determine that the amount of such LC Excess is equal to or less than the amount on deposit in respect of the existence of such LC Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Company within three Business Days after request therefor by the Company. If the Company is required to provide an amount of cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or the LC Exposure and Revolving Advances outstanding are subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the sum of the LC Exposure and Revolving Advances outstanding, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Company within three (3) Business Days after all Events of Default have been cured or waivedrequest therefor by the Company.

Cash Collateral Accounts. In addition to Each deposit under Section 2.12(a) and 2.12(b) shall be held by the requirement to deposit cash collateral pursuant Administrative Agent (subject to Section 2.14(a)(iii), at any time 7.09) as collateral for the payment and from time to time after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent performance of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit obligations of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall ariseBorrower under this Agreement. The Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held account. If required by themthe Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Other than any interest on Such deposits shall be invested in Permitted Investments selected by the investment Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such amounts in cash equivalent investments, which investments activities shall be made at for the direction account of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interestBorrower. Interest and or profits, if any, on such investments shall accumulate in such accountaccounts. In the event of a drawing, and subsequent payment Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Bank, under any Letter of Credit at any time during Lender for LC Disbursements for which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver it has not been reimbursed; and (ii) to the Issuing Bank extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount equal to the Reimbursement Obligation created of cash collateral hereunder as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party Borrower within three (3) Business Days after all Events request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default have been cured or waivedthen in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower.

Cash Collateral Accounts. In addition (a) All cash of the Obligors shall be deposited by the Obligors in one or more accounts subject to the requirement to deposit cash collateral pursuant to Section 2.14(a)(iii)perfected Agent’s Lien by virtue of, and having the priority set forth in, the Financing Order and, except for the Main Operating Account, if at any time and from time to time after required by the Agent upon the occurrence and during the continuance of an Event of Default with respect Default, under its exclusive dominion and control upon written notice to any Account Party, the Administrative Agent, at General Partner and the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective applicable financial institution. Such funds shall be held in a Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at until such time to draw thereunder). Each Account Party hereby grants to as the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time are applied by the relevant Obligors to time pay expenses or otherwise used in accordance with this Agreement. So long as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or no Event of Default shall have occurred and be continuing, amounts held in which case the determination as to investments a Cash Collateral Account shall be made available to the Obligors for use in a manner or for a purpose not prohibited by this Agreement. During the existence of an Event of Default all amounts held in any Cash Collateral Account (other than amounts held in the Main Operating Account subject to the Liens in favor of the Adequate Protection Parties (as defined in the Financing Order)), at the option and election of the Agent, shall be applied as required by Section 11.2(e); provided that during the existence of an Event of Default (1) notwithstanding the existence of such Event of Default or an acceleration of the Obligations, funds in the discretion Main Operating Account that are not subject to the first priority Agent’s Lien shall not be transferred out of the Main Operating Account other than for ordinary course expenditures to protect and preserve the Collateral Agent(including all documented payroll expenses (including benefits), amounts operating expenses of the Properties, taxes, insurance premiums, ground rents with respect to the Properties, and cash management, in each case, in the ordinary course of business, and the adequate protection payments) and (2) funds in any Cash Collateral Account that are subject to the first priority Agent’s Lien (x) may, until otherwise directed by Agent, be transferred out of the Cash Collateral Accounts only for ordinary course expenditures to protect and preserve the Collateral (including all documented payroll expenses (including benefits), operating expenses of the Properties, taxes, insurance premiums, ground rents with respect to the Properties, and cash management, in each case, in the ordinary course of business and (y) at the Agent’s sole discretion and with the consent of the Majority Lenders, any funds in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts Accounts that are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver subject to the Issuing Bank an amount equal to first priority Agent’s Lien may instead be applied at the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full direction of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Accounts. In addition to Each deposit and Permitted Cover under Sections 2.12(a), (b) and (c) shall be held by the requirement to deposit cash collateral pursuant Administrative Agent (subject to Section 2.14(a)(iii), at any time 7.09) as collateral for the payment and from time to time after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent performance of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit obligations of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall ariseApplicant Party under this Agreement. The Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held account. If required by themthe Administrative Agent, the Applicant Party shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall reasonably require. Other than any interest on Such deposits shall be invested in Permitted Investments selected by the investment Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such amounts in cash equivalent investments, which investments activities shall be made at for the direction account of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interestApplicant Party. Interest and or profits, if any, on such investments shall accumulate in such accountaccounts. In the event of a drawing, and subsequent payment Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing BankLender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, under may be held for the satisfaction of the reimbursement obligations of the Applicant Party for the LC Exposure at such time or any Letter other Obligations or to cover any losses in respect of Credit at any time during which any amounts are held Excess, provided that moneys in such accounts relating to the Applicable Account Applicant Party’s Cash Collateral Account, obligations under Section 2.12(c) shall be applied by the Collateral Administrative Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Partyon a ratable basis for the applicable Defaulting Lender’s Cash Collateral Account after the expiration Applicable Percentage of all Letters of Credit of such Account Party and reimbursement in full of LC Disbursements for which the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may directhave not been reimbursed. If an Account the Applicant Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Account Applicant Party within three Business Days after request therefor by the Applicant Party. If the Applicant Party is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Applicant Party within three (3) Business Days after all Events request therefor by the Applicant Party. If the Applicant Party is required to provide an amount of Default have been cured cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or waivedthe LC Exposure is subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the LC Exposure, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Applicant Party within three (3) Business Days after request therefor by the Applicant Party.

Cash Collateral Accounts. In addition The Secured Party is hereby authorized to establish and maintain as blocked accounts in the requirement to name of the Borrower and under the sole dominion and control of the Secured Party, a restricted deposit cash collateral pursuant to Section 2.14(a)(iiiaccount designated as "Levi Xxxxxxx & Co. Cash Collateral Account" (the "Cash Collateral Account") and a restricted deposit account designated as "Levi Xxxxxxx & Co. L/C Cash Collateral Account" the "L/C Cash Collateral Account"), . All amounts at any time and from time to time after held in the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account and the L/C Cash Collateral Account shall be beneficially owned by the Grantors but shall be held in an amount equal to the aggregate Letter name of Credit Exposure for such Account the Secured Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agenthereunder, for the benefit of the Issuing Bank, the Agents Lenders and the Selected Revolving Lenders, a Lien as collateral security for the Secured Obligations upon the terms and security interest in its conditions set forth herein. The Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein, otherwise receive any funds deposited into the Cash Collateral Account and all amounts held therein from time the L/C Cash Collateral Account. Anything contained herein to time as security for the contrary notwithstanding, the Cash Collateral Account and the L/C Cash Collateral Account shall be subject to such Account Party’s Obligationsapplicable laws, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction applicable regulations of the Account Party (unless a Default or Event Board of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion Governors of the Collateral Agent)Federal Reserve System and of any other appropriate banking or governmental authority, amounts as may now or hereafter be in effect. All deposits of funds in the Cash Collateral Account and the L/C Cash Collateral Account shall not bear interest. Interest and profitsbe made by wire transfer (or, if anyapplicable, on such investments shall accumulate in such account. In the event by intra-bank transfer from another account of a drawingGrantor) of immediately available funds, and subsequent payment by in each case addressed in accordance with instructions of the Issuing BankSecured Party. Each Grantor shall, under any Letter promptly after initiating a transfer of Credit at any time during which any amounts are held in funds to the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver give notice to the Issuing Bank an Secured Party by telefacsimile of the date, amount equal to the Reimbursement Obligation created as a result and method of delivery of such payment (or, if deposit. Cash held by the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse Secured Party in the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after and the expiration of all Letters of Credit of such L/C Cash Collateral Account shall not be invested by the Secured Party but instead shall be maintained as a cash deposit in the Cash Collateral Account and reimbursement the L/C Cash Collateral Account pending application thereof as elsewhere provided in full this Agreement. To the extent permitted under Regulation Q of the Issuing Bank Board of Governors of the Federal Reserve System, any cash held in the Cash Collateral Account and the Lenders L/C Cash Collateral Account shall bear interest at the standard rate paid by the Secured Party to its customers for all deposits of such like amounts and terms. Subject to the Secured Party's rights hereunder, any interest earned on deposits of cash in the Cash Collateral Account Party’s Obligations thereunder and the L/C Cash Collateral Account shall be deposited directly in, and held by in the Cash Collateral Agent, for Account and the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waivedL/C Cash Collateral Account.

Cash Collateral Accounts. In addition to the requirement to deposit cash collateral pursuant to Section 2.14(a)(iii), at At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit deliver to the Collateral Agent such additional amount of cash collateral into its respective Cash Collateral Account in an amount as is equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) that an Account Party elects to make a payment into a Cash Collateral Account as provided in SECTION 2.14, such amounts under clause (i) above to be held by the Collateral Agent and under clause (ii) above to be held by the Issuing Bank, in a cash collateral account (each being a "Cash Collateral Account"). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, and to the Issuing Bank for its own benefit, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s 's Obligations, and for application to such Account Party’s 's Obligations as and when the same shall arise. The Collateral Agent and Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral AgentAgent or Issuing Bank, as applicable), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s 's Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank or the Issuing Bank will withdraw an amount equal to the Reimbursement Obligation reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligationreimbursement obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s 's Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s 's Obligations thereunder shall be held by the Collateral AgentAgent or Issuing Bank, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If the Account Parties provide cash collateral pursuant to SECTION 2.14(B)(III), such amount (to the extent not applied as aforesaid) shall be returned to such Account Parties on demand, provided that after giving effect to such return (i) the conditions that required such cash collateral shall no longer be continuing and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Accounts. In addition The Administrative Agent has established the Administrative Agent Concentration Account at Huntington. The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Administrative Agent (but may also have words referring to each Grantor and the requirement account’s purpose). Each Grantor agrees that each such account shall be under the sole dominion and control of the Administrative Agent. The Administrative Agent shall be the Entitlement Holder with respect to each such Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit cash collateral pursuant in any Cash Collateral Account may be invested in Cash Equivalent Investments at the request of the Borrower or the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with each Grantor to Section 2.14(a)(iii)issue Entitlement Orders for such investments in Cash Equivalent Investments as requested by each Grantor; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Grantors nor any other Loan Party or Person claiming on behalf of or through the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and from the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in the Credit Agreement and, except during the continuance of an Event of Default, agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 100% to be paid at the written direction of the Borrower. (At any time to time after the occurrence and during the continuance of an Event of Default with respect to any Account Partyor occurrence of a Potential Default, the Administrative Agent, at the direction or with the consent 105% of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account is required.) Except as required in an amount equal Sections 5.2 and 5.4 hereof or pursuant to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit Agreement, a Grantor shall have drawn no obligation to fund or be entitled at such time to draw thereunder). Each Account Party hereby grants to the deposit any Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, into a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Accounts. In addition The Administrative Agent has established a Deposit Account at Bank of New York, designated as "CSFB/Washington Group Loan Account". The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be for the benefit of the Administrative Agent (but may also have words referring to the requirement Borrower and the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the Administrative Agent. The Administrative Agent shall be the Entitlement Holder with respect to each such Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit cash collateral pursuant in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to Section 2.14(a)(iii)issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; PROVIDED, HOWEVER, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any other Loan Party or Person claiming on behalf of or through the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and from time to time after the occurrence payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in the Credit Agreement and except during the continuance of an Event of Default with respect agrees to cause any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to funds remaining on deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate therein after all Obligations then due and payable have been satisfied and all Letter of Credit Exposure for such Account Party Obligations have been cash collateralized at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or 105% to be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made paid at the written direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waivedBorrower.

Cash Collateral Accounts. In addition The Administrative Agent has established a Deposit Account at Citibank designated as "Citicorp USA, Inc. - Exide Concentration Account" (the "Concentration Account"). The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Administrative Agent (but may also have words referring to the requirement Borrowers and the account's purpose). Each Borrower agrees that each such account shall be under the sole dominion and control of the Administrative Agent. The Administrative Agent shall be the Entitlement Holder with respect to each such Securities Account and the only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, funds on deposit cash collateral pursuant in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Company to Section 2.14(a)(iii)issue Entitlement Orders for such investments in Cash Equivalents as requested by the Company; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Borrowers nor any other Loan Party or Person claiming on behalf of or through the Borrowers or any other Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and from time to time after the occurrence payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided this Agreement and except during the continuance of an Event of Default with respect agrees to cause any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to funds remaining on deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate therein after all Obligations then due and payable have been satisfied and all Letter of Credit Exposure for such Account Party Obligations have been cash collateralized at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or 105% to be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made paid at the written direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waivedCompany.

Cash Collateral Accounts. In addition to the requirement to deposit cash collateral pursuant to Section 2.14(a)(iii), at At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit deliver to the Collateral Agent such additional amount of cash collateral into its respective Cash Collateral Account in an amount as is equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) that an Account Party elects to make a payment into a Cash Collateral Account as provided in Section 2.14, such amounts under clause (i) above shall be held by the Collateral Agent and under clause (ii) above shall be held by the Issuing Bank, in a cash collateral account (each being a “Cash Collateral Account”). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, and to the Issuing Bank for its own benefit, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent and Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral AgentAgent or Issuing Bank, as applicable), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank or the Issuing Bank will withdraw an amount equal to the Reimbursement Obligation reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligationreimbursement obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e2.02(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral AgentAgent or Issuing Bank, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If the Account Parties provide cash collateral pursuant to Section 2.14(b)(iii), such amount (to the extent not applied as aforesaid) shall be returned to such Account Parties on demand, provided that after giving effect to such return (i) the conditions that required such cash collateral shall no longer be continuing and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Accounts. In addition to Each deposit and Permitted Cover under Sections 2.12(a), (b) and (c) shall be held by the requirement to deposit cash collateral pursuant Administrative Agent (subject to Section 2.14(a)(iii), at any time 7.09) as collateral for the payment and from time to time after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent performance of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit obligations of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall ariseBorrower under this Agreement. The Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held account. If required by themthe Administrative Agent, the Borrower shall enter into any pledge or security agreement and any UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Other than any interest on Such deposits shall be invested in Permitted Investments selected by the investment Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such amounts in cash equivalent investments, which investments activities shall be made at for the direction account of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interestBorrower. Interest and or profits, if any, on such investments shall accumulate in such accountaccounts for the account of the Borrower. In the event of a drawing, and subsequent payment Moneys in such accounts shall be applied by the Administrative Agent (i) to reimburse Issuing Bank, under any Letter of Credit at any time during Lenders for LC Disbursements for which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver they have not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess; provided that moneys in such accounts relating to the Borrower’s obligations under Section 2.12(c) shall be applied by the Administrative Agent to reimburse the Issuing Bank Lenders on a ratable basis for the applicable Defaulting Lender’s Applicable Percentage of LC Disbursements for which the Issuing Lenders have not been reimbursed. If the Borrower is required to provide an amount equal to the Reimbursement Obligation created of cash collateral hereunder as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or the LC Exposure and Revolving Advances outstanding are subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the sum of the LC Exposure and Revolving Advances outstanding, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waivedrequest therefor by the Borrower.

Cash Collateral Accounts. In addition (i) Maintain each of the Cash ------------------------ Collateral Accounts with Citibank and maintain, and cause each of the Restricted Subsidiaries to maintain, each of its Blocked Accounts and its Disbursement Accounts with Citibank or one or more other banks selected by one of the Borrowers or the Restricted Subsidiaries and reasonably acceptable to the requirement Administrative Agent that have accepted the assignment of such accounts to deposit cash collateral the Administrative Agent pursuant to Section 2.14(a)(iii)the terms of the Security Agreement and the respective Blocked Account Letters and Disbursement Letters referred to therein; (ii) cause all of the proceeds of the Collateral (including, at any time and from time without limitation, all proceeds of Receivables) to time after be deposited directly into one of the occurrence and during the continuance of an Event of Default with respect to any Account PartyCash Collateral Accounts, the Administrative Agent, at Lockboxes or the direction or with Blocked Accounts; provided that if causing the consent direct deposit of any such proceeds into one of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal Accounts, the Lockboxes or the Blocked Accounts would be disadvantageous to the aggregate Letter business of Credit Exposure for the applicable Borrower or Restricted Subsidiary in any material respect, then, subject to Section 13(b) of the Security Agreement, such Account Party at any time outstanding (whether Borrower or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, Restricted Subsidiary may receive such proceeds in trust for the benefit of the Issuing Bank, the Agents Administrative Agent and the Lendersother Secured Parties, a Lien upon may segregate such proceeds from the other property and security interest in its funds thereof and may deposit such proceeds into the applicable Cash Collateral Account and all amounts held therein from time to time as security for within two Business Days after the earlier of (A) the date on which such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other proceeds are deposited into any deposit account (other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest Accounts or the Blocked Accounts) and profits, if any, (B) the date of receipt thereof by or on behalf of such investments shall accumulate in Borrower or such account. In the event of a drawing, Restricted Subsidiary; and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver (iii) establish and maintain cash management systems reasonably acceptable to the Issuing Bank an amount equal Lenders; provided that it is hereby acknowledged and agreed that the cash management systems of Fox Kids and its Subsidiaries agreed to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank among Fox Kids and the Lenders for all of such Account Party’s Obligations thereunder shall be held by and in effect on the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (Phase I Closing Date are acceptable to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waivedLenders.

Cash Collateral Accounts. In addition The Administrative Agent has established a Deposit Account at Citibank, designated as "Citicorp USA, Inc. - National Steel Corporation Concentration Account". The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Administrative Agent (but may also have words referring to the requirement Borrower and the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the Administrative Agent. The Administrative Agent shall be the entitlement holder with respect to each such Securities Account and the only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, funds on deposit cash collateral pursuant to Section 2.14(a)(iii)in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent and, at any time and from time to time after the occurrence and except during the continuance of an Event of Default with respect to any Account PartyDefault, the Administrative Agent, at the direction or Agent agrees with the consent Borrower to issue entitlement orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any other Loan Party or Person claiming on behalf of or through the Borrower or any other Loan Party shall have any right to demand payment of any of the Required Lenders, may require such Account Party to deposit cash collateral into its respective funds held in any Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time prior to the termination of all outstanding (whether or not any beneficiary under any Letter Letters of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon payment in full of all then outstanding monetary Obligations then due and security interest payable. The Administrative Agent shall apply all funds on deposit in its any Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and provided in the discretion of Credit Agreement and, except during the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result continuance of an Event of Default, such amount (agrees to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days cause any funds remaining on deposit therein after all Events of Default Obligations then due and payable have been cured or waivedsatisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the written direction of the Borrower.

Cash Collateral Accounts. In addition to Promptly upon demand of the requirement to deposit cash collateral Administrative Agent pursuant to Section 2.14(a)(iii11.03 or if requested by Borrower in connection with Section 4.02(e)(ii), the Administrative Agent will establish one or more Cash Collateral Accounts denominated in Dollars. The Administrative Agent alone shall have power of Credit Agreement withdrawal from the Cash Collateral Accounts. Borrower hereby authorizes the Administrative Agent to apply all immediately available funds on deposit in the Cash Collateral Accounts as set forth in Section 4.02(e)(ii) or if the Obligations hereunder have been accelerated, subject to Section 11.03, to any other Obligations. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own like property, it being understood that the Administrative Agent shall not be required to preserve rights of any Credit Party in such accounts or any amounts on deposit therein or any Investments subject thereto against third parties but may do so at its option. All expenses incurred in connection therewith shall constitute Obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement, except as set forth in the next sentence, no Credit Party nor any Person or entity claiming on behalf of or through any Credit Party shall have any right to withdraw any of the funds held in the Agent’s Account or any Cash Collateral Account. Upon the Payment In Full of the Obligations and termination of the Commitments or at any such time and from time to time after the occurrence and during the continuance of an which no Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have has occurred and be is continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts any funds remaining in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment be returned by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent to Borrower or paid by the Administrative Agent to whomever may directbe legally entitled thereto, and the Administrative Agent shall release the security over such accounts and terminate any associated control rights it may have. If an Account Party is required Borrower agrees to provide cash collateral as a result of an Event of Default, such amount (pay to the extent not applied as aforesaid) shall be returned to Administrative Agent any and all reasonable fees, costs and expenses which the Account Party within three (3) Business Days after all Events Administrative Agent or any of Default have been cured or waivedits Affiliates incurs in connection with opening and maintaining the Cash Collateral Accounts.

Cash Collateral Accounts. In addition The Administrative Agent has established the Administrative Agent Concentration Account at Huntington. The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Administrative Agent (but may also have words referring to each Grantor and the requirement account’s purpose). Each Grantor agrees that each such account shall be under the sole dominion and control of the Administrative Agent. The Administrative Agent shall be the Entitlement Holder with respect to each such Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit cash collateral pursuant to Section 2.14(a)(iii)in any Cash Collateral Account may be invested in Cash Equivalent Investments at the request of the Borrower or the direction of the Administrative Agent and, at any time and from time to time after the occurrence and except during the continuance of an Event of Default with respect to any Account PartyDefault, the Administrative AgentAgent agrees with each Grantor to issue Entitlement Orders for such investments in Cash Equivalent Investments as requested by each Grantor; provided, at however, that the direction Administrative Agent shall not have any responsibility for, or with bear any risk of loss of, any such investment or income thereon. Neither the consent Grantors nor any other Loan Party or Person claiming on behalf of or through the Required Lenders, may require such Account Borrower or any other Loan Party shall have any right to deposit cash collateral into its respective demand payment of any funds held in any Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time prior to the termination of all outstanding (whether or not any beneficiary under any Letter Letters of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and provided in the discretion of Credit Agreement and, except during the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result continuance of an Event of Default, such amount (agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the written direction of the Borrower. Except as required in Sections 5.2 and 5.4 hereof or pursuant to the extent not applied as aforesaid) Credit Agreement, a Grantor shall be returned have no obligation to the Account Party within three (3) Business Days after all Events of Default have been cured fund or waiveddeposit any Collateral into a Cash Collateral Account.

Cash Collateral Accounts. In addition The Senior Agent has established ------------------------ a Deposit Account at Citibank, designated as "Citicorp USA, Inc. - National Steel Corporation Concentration Account". The Borrower agrees to promptly provide notice to the requirement Secured Party of any other Deposit Accounts established by the Senior Agent. Following the payment in full of the Senior Loan Obligations and termination of the commitments under the Senior Credit Agreement, the Borrower agrees as follows: (i) the Secured Party may establish one or more Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; (ii) each such account shall be in the name of the Secured Party (but may also have words referring to the Borrower and the account's purpose); (iii) each such account shall be under the sole dominion and control of the Secured Party; (iv) the Secured Party shall be the entitlement holder with respect to each such Securities Account and the only Person authorized to give entitlement orders with respect thereto; and (v) without limiting the foregoing, funds on deposit cash collateral pursuant in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Secured Party and, except during the continuance of an Event of Default, the Secured Party agrees with the Borrower to Section 2.14(a)(iii)issue entitlement orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Secured Party shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any other Loan Party or Person claiming on behalf of or through the Borrower or any other Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to the payment in full of all then outstanding monetary Obligations then due and from time to time after payable. The Secured Party shall apply all funds on deposit in any Cash Collateral Account as provided in the occurrence Subordinated Credit Agreement and except during the continuance of an Event of Default with respect agrees to cause any Account Party, the Administrative Agent, funds remaining on deposit therein after all Obligations then due and payable have been satisfied to be paid at the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the written direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waivedBorrower.

Cash Collateral Accounts. In addition Secured Party is hereby authorized to establish and maintain as blocked accounts in the requirement to name of the Borrower and under the sole dominion and control of Secured Party, a restricted deposit cash collateral pursuant to Section 2.14(a)(iiiaccount designated as "Levi Xxxxxxx & Co. Cash Collateral Account" (the "CASH COLLATERAL ACCOUNT") and a restricted deposit account designated as "Levi Xxxxxxx & Co. L/C Cash Collateral Account" the "L/C CASH COLLATERAL ACCOUNT"), . All amounts at any time and from time to time after held in the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account and the L/C Cash Collateral Account shall be beneficially owned by the Grantors but shall be held in an amount equal to the aggregate Letter name of Credit Exposure for such Account Secured Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agenthereunder, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien as collateral security for the Secured Obligations upon the terms and security interest in its conditions set forth herein. The Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein, otherwise receive any funds deposited into the Cash Collateral Account and all amounts held therein from time the L/C Cash Collateral Account. Anything contained herein to time as security for the contrary notwithstanding, the Cash Collateral Account and the L/C Cash Collateral Account shall be subject to such Account Party’s Obligationsapplicable laws, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction applicable regulations of the Account Party (unless a Default or Event Board of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion Governors of the Collateral Agent)Federal Reserve System and of any other appropriate banking or governmental authority, amounts as may now or hereafter be in effect. All deposits of funds in the Cash Collateral Account and the L/C Cash Collateral Account shall not bear interest. Interest and profitsbe made by wire transfer (or, if anyapplicable, on such investments shall accumulate in such account. In the event by intra-bank transfer from another account of a drawingGrantor) of immediately available funds, and subsequent payment by in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, give notice to Secured Party by telefacsimile of the Collateral Agent will deliver to the Issuing Bank an date, amount equal to the Reimbursement Obligation created as a result and method of delivery of such payment (or, if deposit. Cash held by Secured Party in the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after and the expiration of all Letters of Credit of such L/C Cash Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Cash Collateral Account and reimbursement the L/C Cash Collateral Account pending application thereof as elsewhere provided in full this Agreement. To the extent permitted under Regulation Q of the Issuing Bank Board of Governors of the Federal Reserve System, any cash held in the Cash Collateral Account and the Lenders L/C Cash Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for all deposits of such like amounts and terms. Subject to Secured Party's rights hereunder, any interest earned on deposits of cash in the Cash Collateral Account Party’s Obligations thereunder and the L/C Cash Collateral Account shall be deposited directly in, and held by in the Cash Collateral Agent, for Account and the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waivedL/C Cash Collateral Account.

Cash Collateral Accounts. In addition to The Collateral Agent has established a deposit account (the requirement to "Cash Collateral Account") at Xxxxxx Bank, designated as "Guggenheim ClimaChem Collateral Account". The Collateral Agent may establish one or more other deposit cash collateral pursuant to Section 2.14(a)(iii), at any time accounts and from time to time after one or more Securities Accounts with such depositaries and securities intermediaries as it in its sole discretion shall determine. Each such account shall be in the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent name of the Required Lenders, Collateral Agent (but may require such Account Party also have words referring to deposit cash collateral into its respective Cash Collateral Account in an amount equal to ClimaChem and the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunderaccount's purpose). Each Account Party hereby grants to ClimaChem agrees that each such account shall be under the sole dominion and control of the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion be the entitlement holder with respect to each such Securities Account and controlthe only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, including the exclusive right of withdrawalfunds on deposit in any Cash Collateral Account may be invested in Cash Equivalents, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investmentsand only Cash Equivalents, which investments shall be made at the direction of the Collateral Agent and the Purchasers, on a pro rata basis, shall be entitled to any income from any such investment; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such investment. Neither ClimaChem nor any other Credit Party or Person claiming on behalf of or through ClimaChem or any other Credit Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account Party at any time prior to the earlier of (unless a i) the date on which all Obligations are irrevocably paid in full and (ii) the Cash Collateral Release Date. Upon request by ClimaChem at any time after the Cash Collateral Release Date, so long as no Default or Event of Default shall have occurred and be is then continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent)Agent shall, at ClimaChem's expense, remit or release all amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, less (i) any amount representing income earned on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held funds on deposit in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment Accounts and (or, if the amounts so held are less than such Reimbursement Obligation, ii) all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws fees payable pursuant to Section 2.2(e)6.1(n) thereforhereof. Any The Required Holders may, at any time, in their sole discretion, apply any and all amounts remaining in an Account Party’s any Cash Collateral Account after to any Cash Interest payable on the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (Notes or to the extent other Obligations if not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days paid when due, after all Events of Default have been cured or waived.applicable grace periods. 3.3

Cash Collateral Accounts. In addition (a) On or prior to the requirement to deposit cash collateral pursuant to Section 2.14(a)(iii), at any time and from time to time after the occurrence and during the continuance of an Event of Default with respect to any Account PartyClosing Date, the Administrative AgentIssuers shall cause the Indenture Trustee to establish and maintain two separate Cash Collateral Accounts, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective NARCAT Cash Collateral Account and the CARCAT Cash Collateral Account, as segregated trust accounts at its Corporate Trust Office. The NARCAT Cash Collateral Account was established in an amount equal the name of NARCAT and NARCAT Mexico, and pledged to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, Indenture Trustee for the benefit of the Issuing Bank, the Agents Holders and the LendersClass A Note Insurer, a Lien upon and security interest in its the CARCAT Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligationswas established in the name of CARCAT, and for application to such Account Party’s Obligations as and when the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver pledged to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, Indenture Trustee for the benefit of the applicable Holders and the Class A Note Insurer. On the Closing Date, NARCAT and NARCAT Mexico shall deposit, out of the proceeds of the issuance of the Class A-1 Notes, Class A-2 Notes and the Class B Notes, the Initial NARCAT Cash Collateral Deposit to the NARCAT Cash Collateral Account, and CARCAT shall deposit, out of the proceeds of the issuance of the Class A-3 Notes, the Initial CARCAT Cash Collateral Deposit to the CARCAT Cash Collateral Account. On each Payment Date thereafter, the NARCAT Cash Collateral Account Partyshall be funded up to the Required NARCAT Cash Collateral Amount and the CARCAT Cash Collateral Account shall be funded up to the Required CARCAT Cash Collateral Amount from amounts available in the NARCAT Collection Account and the CARCAT Collection Account, to be applied against respectively, in accordance with Section 12.02(d) or Section 6.08, as applicable. On each Payment Date based solely upon the Obligations of such Account Party information contained in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result of an Event of DefaultMonthly Servicer Report (or, such amount (to the extent not applied as aforesaidavailable on a timely basis or if the Controlling Party has notified the Indenture Trustee that the Monthly Servicer Report is incorrect, instructions given by the Controlling Party), (a) the Indenture Trustee will transfer funds from the NARCAT Cash Collateral Account to the NARCAT Collection Account to the extent necessary to fund any deficiencies in the amounts to be distributed pursuant to clause (x) of Section 12.02(d) or clause (x) of Section 6.08(a) in respect of the Class A-1 Notes or the Class A-2 Notes and pursuant to clause (xi) of Section 12.02(d) or clause (xi) of Section 6.08(a) to pay accrued Premiums due with respect to the Class A Note Policy, to reimburse the Class A Note Insurer with respect to claims made under the Class A Note Policy with respect to draws to pay Class A Note Interest under the Class A-1 Notes and/or the Class A-2 Notes and a limited amount of other fees, expenses and indemnities owing to the Class A Note Insurer, and (b) the Indenture Trustee will transfer funds from the CARCAT Cash Collateral Account to the CARCAT Collection Account to the extent necessary to fund any deficiencies in the amounts to be distributed pursuant to clause (x) of Section 12.02(d) or clause (x) of Section 6.08(a) in respect of the Class A-3 Notes and pursuant to clause (xi) of Section 12.02(d) or clause (xi) of Section 6.08(a) to pay accrued Premiums due with respect to the Class A Note Policy, to reimburse the Class A Note Insurer with respect to claims made under the Class A Note Policy with respect to draws to pay Class A Note Interest under the Class A-3 Notes and a limited amount of other fees, expenses and indemnities owing to the Class A Note Insurer. Amounts in -120- the Cash Collateral Accounts shall be returned withdrawn solely to pay such amounts and shall not be available to the Holders or the Indenture Trustee for any other purpose; provided, however, that on the Stated Legal Maturity Date, all amounts on deposit in the NARCAT Cash Collateral Account Party within three (3) Business Days after will be deposited in the NARCAT Collection Account and all Events of Default have been cured or waivedamounts on deposit in the CARCAT Cash Collateral Account will be deposited in the CARCAT Collection Account.

Cash Collateral Accounts. In addition to the requirement to deposit cash collateral pursuant to Section 2.14(a)(iii), at At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit deliver to the Collateral Agent such additional amount of cash collateral into its respective Cash Collateral Account in an amount as is equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) that an Account Party elects to make a payment into a Cash Collateral Account as provided in SECTION 2.14, such amounts under clause (i) above to be held by the Collateral Agent and under clause (ii) above to be held by the Issuing Bank, in a cash collateral account (each being a "Cash Collateral Account"). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, and to the Issuing Bank for its own benefit, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s 's Obligations, and for application to such Account Party’s 's Obligations as and when the same shall arise. The Collateral Agent and Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral AgentAgent or Issuing Bank, as applicable), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s 's Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank or the Issuing Bank will withdraw an amount equal to the Reimbursement Obligation reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligationreimbursement obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s 's Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s 's Obligations thereunder shall be held by the Collateral AgentAgent or Issuing Bank, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If the Account Parties provide cash collateral pursuant to SECTION 2.14(b)(iii), such amount (to the extent not applied as aforesaid) shall be returned to such Account Parties on demand, provided that after giving effect to such return (i) the conditions that required such cash collateral shall no longer be continuing and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If an Account Party is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Accounts. In addition The Bank Administrative Agent has established a Deposit Account at Citibank, N.A., designated as "Citicorp USA, Inc. - FMC Concentration Account". The Bank Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Bank Administrative Agent (but may also have words referring to the requirement Borrower and the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the Bank Administrative Agent. The Bank Administrative Agent shall be the Entitlement Holder with respect to each such Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit cash collateral pursuant to Section 2.14(a)(iii)in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Bank Administrative Agent and, at any time and from time to time after the occurrence and except during the continuance of an Event of Default with respect to any Account PartyDefault, the Bank Administrative Agent, at the direction or Agent agrees with the consent Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Bank Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Required Lenders, may require such Account Pledge and Security Agreement FMC Corporation Borrower nor any other Loan Party or Person claiming on behalf of or through the Borrower or any other Loan Party shall have any right to deposit cash collateral into its respective demand payment of any funds held in any Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time prior to the termination of all outstanding (whether or not any beneficiary under any Letter Letters of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, payment in full of all then outstanding and payable monetary Secured Obligations. The Bank Administrative Agent shall apply all funds on deposit in a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligationsprovided in Section 5.5 and, and for application to such Account Party’s Obligations as and when except during the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result continuance of an Event of Default, such amount (agrees to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days cause any funds remaining on deposit therein after all Events of Default Secured Obligations then due and payable have been cured or waivedsatisfied and all Letter of Credit Obligations and all letter of credit obligations under the L/C Agreement have been cash collateralized at 105% to be paid at the written direction of the Borrower.

Cash Collateral Accounts. In addition The Administrative Agent has established a Deposit Account at Citibank, designated as "Citicorp USA, Inc. - National Steel Corporation Concentration Account". The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and securities intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Administrative Agent (but may also have words referring to the requirement Borrower and the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the Administrative Agent. The Administrative Agent shall be the entitlement holder with respect to each such Securities Account and the only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, funds on deposit cash collateral pursuant to Section 2.14(a)(iii)in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent and, at any time and from time to time after the occurrence and except during the continuance of an Event of Default with respect to any Account PartyDefault, the Administrative Agent, at the direction or Agent agrees with the consent Borrower to issue entitlement orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any other Loan Party or Person claiming on behalf of or through the Borrower or any other Loan Party shall have any right to demand payment of any of the Required Lenders, may require such Account Party to deposit cash collateral into its respective funds held in any Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time prior to the termination of all outstanding (whether or not any beneficiary under any Letter Letters of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit of the Issuing Bank, the Agents and the Lenders, a Lien upon payment in full of all then outstanding monetary Obligations then due and security interest payable. The Administrative Agent shall apply all funds on deposit in its any Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligationsprovided in this Agreement and, and for application to such Account Party’s Obligations as and when except during the same shall arise. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held by them. Other than any interest on the investment of such amounts in cash equivalent investments, which investments shall be made at the direction of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may direct. If an Account Party is required to provide cash collateral as a result continuance of an Event of Default, such amount (agrees to the extent not applied as aforesaid) shall be returned to the Account Party within three (3) Business Days cause any funds remaining on deposit therein after all Events of Default Obligations then due and payable have been cured or waivedsatisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the written direction of the Borrower.

Cash Collateral Accounts. In addition to Each deposit and Permitted Cover under Sections 2.12(a), (b) and (c) shall be held by the requirement to deposit cash collateral pursuant Administrative Agent (subject to Section 2.14(a)(iii), at any time 7.09) as collateral for the payment and from time to time after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent performance of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the benefit obligations of the Issuing Bank, the Agents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall ariseApplicant Party under this Agreement. The Collateral Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts held account. If required by themthe Administrative Agent, the Applicant Party shall enter into any pledge or security agreement and any UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall reasonably require. Other than any interest on Such deposits shall be invested in Permitted Investments selected by the investment Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such amounts in cash equivalent investments, which investments activities shall be made at for the direction account of the Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Collateral Agent), amounts in the Cash Collateral Account shall not bear interestApplicant Party. Interest and or profits, if any, on such investments shall accumulate in such accountaccounts. In the event of a drawing, and subsequent payment Moneys in such accounts shall be applied by the Administrative Agent (i) to reimburse Issuing BankLenders for LC Disbursements for which they have not been reimbursed; and (ii) to the extent not so applied, under may be held for the satisfaction of the reimbursement obligations of the Applicant Party for the LC Exposure at such time or any Letter other Obligations or to cover any losses in respect of Credit at any time during which any amounts are held Excess, provided that moneys in such accounts relating to the Applicable Account Applicant Party’s Cash Collateral Account, obligations under Section 2.12(c) shall be applied by the Collateral Administrative Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Partyon a ratable basis for the applicable Defaulting Lender’s Cash Collateral Account after the expiration Applicable Percentage of all Letters of Credit of such Account Party and reimbursement in full of LC Disbursements for which the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such order and manner as the Administrative Agent may directhave not been reimbursed. If an Account the Applicant Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Account Applicant Party within three Business Days after request therefor by the Applicant Party. If the Applicant Party is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Applicant Party within three (3) Business Days after all Events request therefor by the Applicant Party. If the Applicant Party is required to provide an amount of Default have been cured cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or waivedthe LC Exposure is subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the LC Exposure, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Applicant Party within three (3) Business Days after request therefor by the Applicant Party.