Common use of Cash Collateral Accounts Clause in Contracts

Cash Collateral Accounts. (a) If and when required for purposes hereof, the Collateral Agent will establish with respect to each Lien Grantor an account (its “Cash Collateral Account”), in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 25. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s Cash Collateral Account: (i) each amount required by Section 2.04(j) of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of the Credit Agreement; and (ii) each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) above, as applicable. (e) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j).

Cash Collateral Accounts. The Collateral Agent has established a deposit account (athe "Cash Collateral Account") If at Xxxxxx Bank, designated as "Guggenheim ClimaChem Collateral Account". The Collateral Agent may establish one or more other deposit accounts and when required for purposes hereof, 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 Collateral Agent will establish with respect (but may also have words referring to ClimaChem and the account's purpose). ClimaChem agrees that each Lien Grantor an such account (its “Cash Collateral Account”), in the name and shall be under the exclusive sole dominion and control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 25. (b) The Collateral 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 the following amounts, as and when received by it, in the Borrower’s any Cash Collateral Account: Account may be invested in Cash Equivalents, and only Cash Equivalents, 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 at any time prior to the earlier of (i) each amount required by Section 2.04(j) of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement date on which all Obligations are irrevocably paid in full and any amounts deposited under Section 2.04(c) of the Credit Agreement; and (ii) each amount realized the Cash Collateral Release Date. Upon request by ClimaChem at any time after the Cash Collateral Release Date, so long as no Default or otherwise received by Event of Default is then continuing, the Collateral Agent with respect to assets of shall, at ClimaChem's expense, remit or release all amounts in the Borrower upon Cash Collateral Account less (i) any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall amount representing income earned on the funds on deposit in the Cash Collateral Account of each Lien Grantor Accounts and (other than the Borrowerii) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies all fees payable pursuant to Section 6.1(n) hereof. The Required Holders may, at any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the time, in their sole discretion, apply any and all amounts held in each any Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) above, as applicable. (e) Unless (x) an Event of Default shall have occurred and be continuing and any Cash Interest payable on the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection Notes or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent other Obligations if not theretofore so applied) shall be withdrawn and returned to the Borrower if and paid when permitted by said Section 2.04(j)due, after applicable grace periods.

Cash Collateral Accounts. (a) If and when required for purposes hereofOn or prior to the Closing Date, the Issuers shall cause the Indenture Trustee to establish and maintain two separate Cash Collateral Agent Accounts, the 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 the name of NARCAT and NARCAT Mexico, and pledged to the Indenture Trustee for the benefit of the Holders and the Class A Note Insurer, and the CARCAT Cash Collateral Account was established in the name of CARCAT, and pledged to the Indenture Trustee for the benefit of the 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 shall 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, respectively, in accordance with Section 12.02(d) or Section 6.08, as applicable. On each Payment Date based solely upon the information contained in the Monthly Servicer Report (or, to the extent not available 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 establish 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 each Lien Grantor an account 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 (its “b) the Indenture Trustee will transfer funds from the CARCAT Cash Collateral Account”), Account to the CARCAT Collection Account to the extent necessary to fund any deficiencies in the name 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 exclusive control 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 AgentAccounts shall be withdrawn solely to pay such amounts and shall not be available to the Holders or the Indenture Trustee for any other purpose; provided, into which however, that on the Stated Legal Maturity Date, all amounts owned by such Lien Grantor that are to be deposited therein pursuant to on deposit in the Loan Documents shall be deposited from time to time. Each NARCAT Cash Collateral Account will be operated as provided deposited in this Section the NARCAT Collection Account and Section 25all amounts on deposit in the CARCAT Cash Collateral Account will be deposited in the CARCAT Collection Account. (b) The Collateral Agent shall deposit Upon an Issuer Order of NARCAT, with respect to the following amounts, as and when received by it, in the Borrower’s NARCAT Cash Collateral Account: , and CARCAT, with respect to the CARCAT Cash Collateral Account, the Indenture Trustee shall invest the funds in the Cash Collateral Accounts in Eligible Investments that will mature no later than the Business Day preceding the next Payment Date. In the absence of an Issuer Order, the Indenture Trustee shall invest funds in the Cash Collateral Account in Eligible Investments described in clause (i) each amount required by Section 2.04(jf) of the Credit Agreement definition thereof. All income or other gain from such investments shall be credited to be deposited therein to cover outstanding LC Reimbursement Obligations such Cash Collateral Account and any amounts deposited under Section 2.04(c) loss resulting from such investments shall be charged to such Cash Collateral Account. Eligible Investments shall be made in the name of the Credit Agreement; and (ii) each amount realized or otherwise received by Indenture Trustee for the Collateral Agent with respect to assets benefit of the Borrower upon any exercise of remedies pursuant to any Security DocumentHolders and the Class A Note Insurer. (c) If any amounts invested as provided in Section 12.03(b) shall be needed for disbursement from either Cash Collateral Account as set forth in Section 12.03(a) or (d), the Indenture Trustee shall cause such investments of such Cash Collateral Account to be sold or otherwise converted to cash to the credit of such Cash Collateral Account. The Collateral Agent Indenture Trustee shall deposit not be liable for any investment loss resulting from investment of money in the Cash Collateral Account of each Lien Grantor Accounts in any Eligible Investment in accordance with the terms hereof (other than the Borrowerin its capacity as obligor under any Eligible Investment) each amount realized except as a result of its negligence or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Documentmisconduct. (d) The If on any Payment Date the amount in either Cash Collateral Agent shall maintain Account, after giving effect to the distributions and withdrawals required pursuant to this Section 12.03 on the related Payment Date and the deposits into such records and/or establish account on such sub-accounts Payment Date, is greater than the Required NARCAT Cash Collateral Amount or Required CARCAT Cash Collateral Amount, as applicable, the amount of such excess shall be required to enable it to identify distributed by the amounts held Indenture Trustee as Available Funds in each Cash Collateral Account from time to time pursuant to each clause of subsection (baccordance with Section 12.02(d) and subsection (c) aboveor Section 6.08, as applicable. (e) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j).

Cash Collateral Accounts. (a) If and when required for purposes hereofhereof or of any other Loan Document, the Collateral Agent will establish with respect to each Lien Grantor an account one or more accounts (each such account, its “"Cash Collateral Account”"), in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 2517. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s Company's Cash Collateral Account: (i) each amount Cash Distribution required by Section 2.04(j) of the Credit Agreement 20 to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of the Credit Agreementtherein; and (ii) each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower Company upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the BorrowerCompany): (i) each Cash Distribution required by Section 20 to be deposited therein; and (ii) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such accounts or sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection or (c) aboveof this Section, as applicable, or to enable it to segregate any proceeds of or collections on 1999 Facility Collateral or D&O Loan Collateral. (e) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders Banks shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 8 of the Credit Agreement, any amount Cash Distribution deposited pursuant to Section 2.04(j20 shall, at the relevant Lien Grantor's request, (x) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Secured Obligations as they become due; provided that such amount are then due and payable or (to the extent not theretofore so appliedy) shall if no Event of Default has occurred and is continuing, be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j)such Lien Grantor.

Cash Collateral Accounts. (a) If and when required for purposes hereof, the Collateral Agent will establish with respect to the Grantors the following Deposit Accounts (each Lien Grantor an account (its such Deposit Account, a “Cash Collateral Account”), in the name and under the exclusive control of the Collateral Agent, which will be operated as provided in this Section and Section 11 and into which all amounts owned by such Lien a Grantor that are to be deposited therein pursuant to the Loan Credit Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 25: (i) the Letter of Credit Account; and (ii) the Collection Account. (b) The Collateral Agent following amounts shall deposit be deposited into the following amounts, as and when received by it, in the Borrower’s Cash Collateral AccountAccounts: (i) the Grantors shall deposit into the Letter of Credit Account each amount required by Section 2.04(j2.05(e) or Section 2.13(c) of the Credit Agreement to be deposited therein to cover outstanding be held as security for the LC Reimbursement Obligations and any amounts Exposure; (ii) the Grantors shall deposit to the Collection Account each Cash Distribution required by Section 14 to be deposited under Section 2.04(c) of the Credit Agreementtherein; and (iiiii) the Collateral Agent shall deposit to the Collection Account each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower any Grantor upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) above, as applicableof this Section. (ed) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 8 of the Credit Agreement, the Collateral Agent shall withdraw amounts from the Cash Collateral Accounts and apply them for the following purposes: (i) any amount deposited pursuant to Section 2.04(jthe Letter of Credit Account shall (i) be held as collateral security in respect of the Credit Agreement to cover outstanding Borrower’s obligations in respect of any LC Reimbursement Obligations Exposure and shall be withdrawn and applied to pay such against the Borrower’s reimbursement obligations in respect of any unreimbursed LC Reimbursement Obligations Disbursements as they become duedue and as otherwise provided in Section 2.05(e) and 2.13(c) of the Credit Agreement; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Sections 2.05(e) and 2.13(c); and (ii) any Cash Distribution deposited pursuant to Section 2.04(j)14 shall, at the relevant Grantor’s request, (x) be withdrawn and applied to pay Obligations that are then due and payable or (y) if no Event of Default has occurred and is continuing, be withdrawn and returned to such Grantor.

Cash Collateral Accounts. (a) If Each deposit and when required for purposes hereof, the Collateral Agent will establish with respect to each Lien Grantor an account (its “Cash Collateral Account”Permitted Cover under Sections 2.12(a), in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 25. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s Cash Collateral Account: (i) each amount required by Section 2.04(j) of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of the Credit Agreement; and (ii) each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) aboveshall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the 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 applicable. the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts for the account of the Borrower. Moneys in such accounts shall be applied by the Administrative Agent (ei) Unless to reimburse Issuing Lenders for LC Disbursements for which they have not been reimbursed; and (xii) 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 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 of cash collateral hereunder as a result of the occurrence of an Event of Default shall have occurred Default, and be continuing all Defaults are subsequently cured or waived and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreementno Excess is then in existence, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so appliedapplied as aforesaid) shall be withdrawn and 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 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 when permitted 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 request therefor by said Section 2.04(j)the Borrower.

Cash Collateral Accounts. The Collateral Agent has established a deposit account at Citibank, N.A., designated as "Citicorp USA, Inc. - Oxford Automotive, Inc. Concentration Account", which account is under its sole dominion and control. The Collateral 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 Collateral Agent (a) If but may also have words referring to the Grantors and when required for purposes hereofthe account's purpose), and shall be under its sole dominion and control. The Collateral 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 in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default, the Collateral Agent will establish agrees with respect the Grantor to each Lien Grantor an account (its “issue entitlement orders for such investments in Cash Equivalents as requested by the Company; provided, however, that the Collateral Account”)Agent shall not have any responsibility for, in or bear any risk of loss of, any such investment or income thereon. Neither the name and under Company nor any other Loan Party or Person claiming on behalf of or through the exclusive control Company or any other Loan Party shall have any right to demand payment of any of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each funds held in any Cash Collateral Account will be operated as provided at any time prior to the termination of all outstanding Letters of Credit and the payment in this Section full of all then outstanding and Section 25. (b) payable monetary Obligations. The Collateral Agent shall apply all funds on deposit the following amounts, as and when received by it, in the Borrower’s a Cash Collateral Account: (i) each amount required by Section 2.04(j) of Account as provided in the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) except during the continuance of the Credit Agreement; and (ii) each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) above, as applicable. (e) Unless (x) an Event of Default shall agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have occurred been satisfied and all Letter of Credit Obligations and Bankers' Acceptance Obligations have been cash collateralized at 105% to be continuing and paid at the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity written direction of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j)Company.

Cash Collateral Accounts. In the event that any Asset Documents (a) If and when required for purposes hereof, the Collateral Agent will establish other than with respect to each Lien Grantor an a Non-Serviced Mortgage Loan) permit or require the related Obligor to deliver additional or substitute collateral in the form of cash (“Cash Collateral”) to the holder of such Mortgage Loan and such Obligor deposits such Cash Collateral with the Servicer, the Servicer shall segregate and hold such Cash Collateral separate and apart from its own funds and general assets and shall, on behalf of the Trustee, establish and maintain with respect to such Cash Collateral a segregated custodial account as to which the “bank’s jurisdiction” for purposes USActive 56231551.8.docx of Article 9 of the Uniform Commercial Code is the State of New York, which may be a sub-account of the Collection Account, to be held for the benefit of the Relevant Parties in Interest (its each, a “Cash Collateral Account”), in each of which shall be an Eligible Account or a sub-account of an Eligible Account and shall be entitled “ORIX Real Estate Capital, LLC, as Servicer, for the name and under benefit of Wilmington Trust, National Association, as trustee, for the exclusive control benefit of the Holders of the LFT CRE 2021-FL1 Notes, other Secured Parties and the related Companion Participation Holder - Cash Collateral Agent, into which all amounts owned by Account” or in such Lien Grantor other manner as the Issuer (or the Collateral Manager on behalf of the Issuer) prescribes or such other name as may be required pursuant to the terms of the related Asset Documents. The parties hereto agree that are the Trustee shall be the “customer” (as defined in Section 4-104 of the Uniform Commercial Code) with respect to each Cash Collateral Account. The Servicer shall deposit or cause to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each any such Cash Collateral Account will be operated as provided in this Section and Section 25. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s Cash Collateral Account: (i) each amount required by Section 2.04(j) of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of the Credit Agreement; and (ii) each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account within two (2) Business Days after receipt of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of properly identified funds such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent Cash Collateral, and shall maintain hold and disburse such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) above, as applicable. (e) Unless (x) an Event of Default shall have occurred and be continuing and in accordance with the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity terms of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j)related Asset Documents.

Cash Collateral Accounts. (a) If and when required for purposes hereofOn or before April 24, 2020, the Debtors shall enter into deposit account control agreements (the “Deposit Account Control Agreements”) with the Collateral Agent will establish and each applicable bank with respect to the Deposit Accounts set forth on Schedule 3.3 (each Lien Grantor an account (its such account, a “Cash Collateral Account”), . The Deposit Account Control Agreements shall remain in effect until the name and under the exclusive control payment of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents Obligations in full in cash. The Debtors shall be deposited from time permitted to time. Each use cash in any such Cash Collateral Account will to pay the reasonable fees and expenses of the Debtors’ professionals and to otherwise make disbursements that are in accordance with the Forbearance Budget (subject to Permitted Variances). The Collateral Agent may, with the consent of the Majority Participating Counterparties, agree in writing to the use of cash in any Cash Collateral Account which does not conform to the Forbearance Budget. If such consent is given, the use of such cash shall not be operated as provided included in this Section and Section 25any calculation of the Debtors’ compliance with clause (ii) of the definition of “Event of Default”. (b) The Collateral Agent shall deposit In the following amountscase of any Event of Default under this Agreement, as any and when all cash (including amounts received by itelectronic funds transfer), checks, drafts and other instruments for the payment of money received by each Debtor at any time, in the Borrower’s Cash Collateral Account: (i) each amount required by Section 2.04(j) full or partial payment of any of the Credit Agreement Collateral consisting of Accounts, shall forthwith upon receipt be transmitted and delivered to the Collateral Agent, properly endorsed, where required, so that such items may be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of the Credit Agreement; and (ii) each amount realized or otherwise received collected by the Collateral Agent with respect to assets of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (Agent. Any such amounts and other than the Borrower) each amount realized or otherwise items received by a Debtor shall not be commingled with any other of such Debtor’s funds or property, but will be held separate and apart from such Debtor’s own funds or property, and upon express trust for the benefit of the Collateral Agent until delivery is made to the Collateral Agent. All items or amounts which are delivered by or for the benefit of a Debtor to the Collateral Agent on account of partial or full payment of, or any other amount payable with respect to assets to, any of such Lien Grantor upon any exercise of remedies pursuant the Collateral shall, at the Collateral Agent’s option, be applied to any Security Document. (d) The of the Obligations, whether then due or not. No Debtor shall have any right whatsoever to withdraw any funds so deposited. Each Debtor further grants to the Collateral Agent shall maintain a security interest in and Lien on all funds on deposit in such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) account. Each Debtor hereby irrevocably authorizes and subsection (c) above, as applicable. (e) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed directs the Collateral Agent to stop withdrawing amounts from endorse all items received for deposit to the Cash Collateral Accounts pursuant to this subsection Account, notwithstanding the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (other restriction. Any items or amounts which are delivered to the extent Collateral Agent shall remain uninvested and shall not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j)earn interest.

Cash Collateral Accounts. (a) If and when required for purposes hereof, the Collateral Agent will establish with respect to each Lien Grantor an account (its “Cash Collateral Account”"CASH COLLATERAL ACCOUNT"), in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 2513. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s applicable Lien Grantor's Cash Collateral Account: (i) each amount required by Section 2.04(j2.05(k) of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts Disbursements which have not been reimbursed by the Company; (ii) each Cash Distribution required by Section 16 to be deposited under Section 2.04(c) of the Credit Agreementtherein; and (iiiii) each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such relevant Lien Grantor upon any exercise of remedies pursuant to any Security Document. (dc) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) above, as applicableof this Section. (ed) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 8 of the Credit Agreement, the Collateral Agent shall withdraw amounts from the Cash Collateral Accounts and apply them for the following purposes: (i) any amount deposited pursuant to Section 2.04(j2.05(k) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such reimburse LC Reimbursement Obligations Disbursements as they become due; provided PROVIDED that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower Company if and when permitted by said Section 2.04(j2.05(k). (ii) any Cash Distribution deposited pursuant to Section 16 shall, at the relevant Lien Grantor's request, (x) be withdrawn and applied to pay Secured Obligations that are then due and payable or (y) if no Event of Default has occurred and is continuing, be withdrawn and returned to such Lien Grantor.

Cash Collateral Accounts. (a) If Secured Party is hereby authorized to establish and when required for purposes hereofmaintain as blocked accounts in the name of the Borrower and under the sole dominion and control of Secured Party, the Collateral Agent will establish with respect to each Lien Grantor an a restricted deposit account (its “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 held in the Cash Collateral Account and the L/C Cash Collateral Account shall be beneficially owned by the Grantors but shall be held in the name and under of Secured Party hereunder, for the exclusive control benefit of the Collateral AgentLenders, as collateral security for the Secured Obligations upon the terms and 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 which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 25. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s L/C Cash Collateral Account: . Anything contained herein to the contrary notwithstanding, the Cash Collateral Account and the L/C Cash Collateral Account 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 appropriate banking or governmental authority, 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 be made by wire transfer (i) each amount required or, if applicable, by Section 2.04(jintra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the Credit Agreement Cash Collateral Account, give notice to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) Secured Party by telefacsimile of the Credit Agreement; and (ii) each date, amount realized or otherwise received and method of delivery of such deposit. Cash held by Secured Party in the Cash Collateral Agent with respect to assets of Account and the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The L/C Cash Collateral Agent Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Cash Collateral Account of each Lien Grantor (other than and the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each L/C Cash Collateral Account from time to time pursuant to each clause pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of subsection (b) and subsection (c) abovethe Board of Governors of the Federal Reserve System, as applicable. (e) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from any cash held in the Cash Collateral Accounts pursuant Account and the L/C Cash Collateral Account shall bear interest at the standard rate paid by Secured Party to this subsection or (y) the maturity its customers for deposits of the Loans shall have been accelerated pursuant like amounts and terms. Subject to Article 7 of the Credit AgreementSecured Party's rights hereunder, any amount deposited pursuant to Section 2.04(j) interest earned on deposits of cash in the Credit Agreement to cover outstanding LC Reimbursement Obligations Cash Collateral Account and the L/C Cash Collateral Account shall be withdrawn deposited directly in, and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to held in the extent not theretofore so applied) shall be withdrawn Cash Collateral Account and returned to the Borrower if and when permitted by said Section 2.04(j)L/C Cash Collateral Account.

Cash Collateral Accounts. Each deposit under Section 2.12(a) and 2.12(b) shall be held by the Administrative Agent (asubject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If and when required for purposes hereofby the Administrative Agent, the Collateral Agent will establish Borrower shall enter into any pledge or security agreement and Uniform Commercial Code financing statement with respect to each Lien Grantor an account (its “Cash Collateral Account”), such cash collateral in the name and under the exclusive control favor of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to Administrative Agent as the Loan Documents Administrative Agent shall require. Such deposits shall be deposited from time to timeinvested in Permitted Investments selected by the Administrative Agent in its sole discretion. Each Cash Collateral Account will All losses and expenses incurred as a result of such activities shall be operated as provided in this Section and Section 25. (b) The Collateral Agent shall deposit for the following amounts, as and when received by it, in account of the Borrower’s Cash Collateral Account: . Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each amount required by Section 2.04(j) of the Credit Agreement to be deposited therein to cover outstanding Issuing Lender for LC Reimbursement Obligations Disbursements for which it has not been reimbursed; and any amounts deposited under Section 2.04(c) of the Credit Agreement; and (ii) each amount realized or otherwise received by to the Collateral Agent with respect to assets extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower upon for the LC Exposure at such time or other any exercise Obligations or to cover any losses in respect of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in Excess. If the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be Borrower is required to enable it to identify provide an amount of cash collateral hereunder as a result of the amounts held in each Cash Collateral Account from time to time pursuant to each clause occurrence of subsection (b) and subsection (c) above, as applicable. (e) Unless (x) an Event of Default shall have occurred Default, and be continuing all Defaults are subsequently cured or waived and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreementno Excess is then in existence, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so appliedapplied as aforesaid) shall be withdrawn and 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 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 and when permitted greater than $1,000,000 (to the extent not applied as aforesaid), may be returned to the Borrower within three Business Days after request therefor by said Section 2.04(j)the Borrower.

Cash Collateral Accounts. (a) If The Secured Party is hereby authorized to establish and when required for purposes hereofmaintain as blocked accounts in the name of the Borrower and under the sole dominion and control of the Secured Party, the Collateral Agent will establish with respect to each Lien Grantor an a restricted deposit account (its “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 held in the Cash Collateral Account and the L/C Cash Collateral Account shall be beneficially owned by the Grantors but shall be held in the name and under the exclusive control of the Collateral AgentSecured Party hereunder, for the benefit of the Lenders and the Selected Revolving Lenders, as collateral security for the Secured Obligations upon the terms and 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 which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 25. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s L/C Cash Collateral Account: . Anything contained herein to the contrary notwithstanding, the Cash Collateral Account and the L/C Cash Collateral Account 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 appropriate banking or governmental authority, 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 be made by wire transfer (i) each amount required or, if applicable, by Section 2.04(jintra-bank transfer from another account of a Grantor) of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) immediately available funds, in each case addressed in accordance with instructions of the Credit Agreement; and (ii) each Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the Cash Collateral Account, give notice to the Secured Party by telefacsimile of the date, amount realized or otherwise received and method of delivery of such deposit. Cash held by the Secured Party in the Cash Collateral Agent with respect to assets of Account and the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The L/C Cash Collateral Agent Account shall not be invested by the Secured Party but instead shall be maintained as a cash deposit in the Cash Collateral Account of each Lien Grantor (other than and the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each L/C Cash Collateral Account from time to time pursuant to each clause pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of subsection (b) and subsection (c) abovethe Board of Governors of the Federal Reserve System, as applicable. (e) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from any cash held in the Cash Collateral Accounts pursuant Account and the L/C Cash Collateral Account shall bear interest at the standard rate paid by the Secured Party to this subsection or (y) its customers for deposits of like amounts and terms. Subject to the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit AgreementSecured Party's rights hereunder, any amount deposited pursuant to Section 2.04(j) interest earned on deposits of cash in the Credit Agreement to cover outstanding LC Reimbursement Obligations Cash Collateral Account and the L/C Cash Collateral Account shall be withdrawn deposited directly in, and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to held in the extent not theretofore so applied) shall be withdrawn Cash Collateral Account and returned to the Borrower if and when permitted by said Section 2.04(j)L/C Cash Collateral Account.

Cash Collateral Accounts. 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 (a) If but may also have words referring to each Grantor and when required for purposes hereof, the Collateral 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 will establish shall be the Entitlement Holder with respect to each Lien Grantor an account (its “Cash Collateral Account”)such Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each any Cash Collateral Account will may be operated 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 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 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 this Section and Section 25. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s Cash Collateral Account: (i) each amount required by Section 2.04(j) of 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 deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) paid at the written direction of the Credit Agreement; and Borrower. (ii) each amount realized or otherwise received by At any time during the Collateral Agent with respect to assets continuance of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) above, as applicable. (e) Unless (x) an Event of Default shall have occurred or occurrence of a Potential Default, 105% of the cash collateral is required.) Except as required in Sections 5.2 and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts 5.4 hereof or pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, a Grantor shall have no obligation to fund or deposit any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j)Collateral into a Cash Collateral Account.

Cash Collateral Accounts. (a) If and when required for purposes hereof, the Collateral Administrative Agent will establish (a) with respect to each Lien Grantor Borrower an account (its “to be designated as such Borrower's "Cash Collateral Account”), " (its "CASH COLLATERAL ACCOUNT") in the name and under the exclusive control of the Collateral Administrative Agent, into which all amounts owned by such Lien Grantor Borrower that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 2512. (b) The Collateral Administrative Agent shall deposit the following amounts, as and when received by it, in the Borrower’s applicable Cash Collateral Account: (i) each amount required by Section 2.04(j2.04(k) of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of the Credit AgreementObligations; and (ii) each amount realized or otherwise received Cash Distribution required by the Collateral Agent with respect Section 15 to assets of the Borrower upon any exercise of remedies pursuant to any Security Documentbe deposited therein. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Administrative Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) aboveERROR! REFERENCE SOURCE NOT FOUND., as applicable. (ed) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Administrative Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, the Administrative Agent shall withdraw amounts from the Cash Collateral Accounts and apply them for the following purposes: (i) any amount deposited in a Cash Collateral Account pursuant to Section 2.04(j2.04(k) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the relevant Borrower if and when permitted by said Section 2.04(j2.04(k); and (ii) any Cash Distribution deposited in a Cash Collateral Account pursuant to Section 15 shall, at the relevant Borrower's request, (x) be withdrawn and applied to pay Secured Obligations that are then due and payable or (y) if no Default has occurred and is continuing, be withdrawn and returned to such Borrower.

Cash Collateral Accounts. (a) If Each deposit and when required for purposes hereof, the Collateral Agent will establish with respect to each Lien Grantor an account (its “Cash Collateral Account”Permitted Cover under Sections 2.12(a), in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 25. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s Cash Collateral Account: (i) each amount required by Section 2.04(j) of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of the Credit Agreement; and (ii) each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) and subsection (c) aboveshall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the 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 applicable. the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts shall be applied by the Administrative Agent (ei) Unless to reimburse Issuing Lenders for LC Disbursements for which they have not been reimbursed; and (xii) 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 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 of cash collateral hereunder as a result of the occurrence of an Event of Default shall have occurred Default, and be continuing all Defaults are subsequently cured or waived and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreementno Excess is then in existence, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so appliedapplied as aforesaid) shall be withdrawn and 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 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 when permitted 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 request therefor by said Section 2.04(j)the Borrower.

Cash Collateral Accounts. (a) If and when required for purposes hereof, the Collateral Agent The Lien Grantors will establish with respect to the following Deposit Accounts (each Lien Grantor an account (its such Deposit Account, a “Cash Collateral Account”), in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section and Section 25. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Borrower’s Cash Collateral Account: 10: (i) each amount at or prior to the time such account shall be required by in accordance with Section 2.04(j) 9(b)(i), the Collection Account, which shall be under the exclusive control of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of Collateral Agent (or, if so instructed by the Credit AgreementAuthorized Term Collateral Agent, the Authorized Term Collateral Agent); and (ii) at or prior to the time such account shall be required in accordance with Section 9(b)(ii), the Term Proceeds Account, which shall be under the control of the Collateral Agent (or the ABL Agent (for the benefit of the Collateral Agent in accordance with the ABL Intercreditor Agreement)); (b) The following amounts shall be deposited into the Cash Collateral Accounts: (i) the Collateral Agent shall deposit to the Collection Account each amount realized or otherwise received by the Collateral Agent with respect to assets of the Borrower upon any exercise of remedies pursuant to any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document; and (ii) the Lien Grantors shall cause all principal payments made to them on the Foreign Intercompany Receivables Collateral to be deposited to the Term Proceeds Account. (dc) The Collateral Agent applicable Lien Grantor shall maintain such records records, which it shall provide to the Collateral Agent, and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral the Collection Account from time to time pursuant to each clause of subsection (bi) and subsection of this Section. (cd) above, as applicableThe Lien Grantors shall not permit to be deposited to the Term Proceeds Account any amounts that do not constitute Term Priority Collateral. (e) Unless (x) an Event of Default shall have occurred and be continuing and continuing, the Required Lenders Lien Grantors shall have instructed the right to withdraw funds held in the Term Proceeds Account for their general corporate (or limited liability company) purposes. (f) Subject to the ABL Intercreditor Agreement, if an Event of Default shall be continuing, amounts held in the Collateral Account shall be applied by the Collateral Agent to stop withdrawing amounts from in accordance with the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Term Intercreditor Agreement, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j).

Cash Collateral Accounts. (a) If and when required for purposes hereofAt, or at any time before, the time Parent shall be required to make a deposit into the "Parent Cash Collateral Account" defined below, the Agent shall establish and maintain at its offices at 1185 Avenue of the Americas, New York, New York in the name of the Parent but under the sole dominion and control of the Agent, a separate cash collateral account designated as "GP Strategies Corporation Cash Collateral Account" (collectively the "Parent Cash Collateral Account"). Parent may from time to time make one or more deposits into the Parent Cash Collateral Account. Parent hereby pledges to the Agent for its benefit, the benefit of the Issuing Bank and the pro rata benefit of the Lenders, a Lien on and security interest in the Parent Cash Collateral Account and all sums at any time and from time to time on deposit therein (the Parent Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to as the "Parent Cash Collateral"), as first priority collateral security for the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise of all the Parent Obligations. Parent agrees that at any time and from time to time at its expense, it will establish promptly execute and deliver to the Agent any further instruments and documents, and take any further actions, that may be necessary or that the Agent may reasonably request, in order to perfect and protect any first priority security interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any Parent Cash Collateral. Parent agrees that it will not (i) sell or otherwise dispose of any of the Parent Cash Collateral, or (ii) create or permit to exist any Lien upon any of the Parent Cash Collateral, except for Permitted Liens. Parent hereby authorizes the Agent, promptly after each Lien Grantor an account (its “Cash Collateral Account”)drawing under any Letter of Credit shall become due and payable and at any time any other Parent Obligations shall be due and owing, to apply any and all cash on deposit in the name and under the exclusive control of the Collateral Agent, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. Each Parent Cash Collateral Account will towards the reimbursement of the Issuing Bank for all sums paid in respect of such drawing, and all other such Parent Obligations which shall then be operated as provided in this Section due and Section 25owing. (b) The Collateral Agent shall deposit establish and maintain at its offices at 1185 Avenue of the following amountsAmericas, as and when received by itNew York, New York in the Borrower’s name of GP Canada but under the sole dominion and control of the Agent, a separate cash collateral account designated as "General Canada Physics Ltd. Cash Collateral Account: " (collectively the "GP Canada Cash Collateral Account"). GP Canada may from time to time, but shall in no event be required to, make one or more deposits into the GP Canada Cash Collateral Account. GP Canada hereby pledges to the Agent for its benefit, the benefit of the Issuing Bank and the pro rata benefit of the Lenders, a Lien on and security interest in the GP Canada Cash Collateral Account and all sums at any time and from time to time on deposit therein (the GP Canada Cash Collateral Account, together with all sums on deposit therein, being sometimes hereinafter collectively referred to as the "GP Canada Cash Collateral"), as first priority collateral security for the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise of all the GP Canada Obligations. GP Canada agrees that at any time and from time to time at its expense, it will promptly execute and deliver to the Agent any further instruments and documents, and take any further actions, that may be necessary or that the Agent may reasonably request, in order to perfect and protect any first priority security interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any GP Canada Cash Collateral. GP Canada agrees that it will not (i) each amount required by Section 2.04(j) sell or otherwise dispose of any of the Credit Agreement to be deposited therein to cover outstanding LC Reimbursement Obligations and any amounts deposited under Section 2.04(c) of the Credit Agreement; and GP Canada Cash Collateral, or (ii) each amount realized create or otherwise received by the Collateral Agent with respect permit to assets exist any Lien upon any of the Borrower upon GP Canada Cash Collateral, except for Permitted Liens. GP Canada hereby authorizes the Agent, at any exercise of remedies pursuant to time any Security Document. (c) The Collateral Agent shall deposit in the Cash Collateral Account of each Lien Grantor (other than the Borrower) each amount realized or otherwise received by the Collateral Agent with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (d) The Collateral Agent shall maintain such records and/or establish such sub-accounts as GP Canada Obligations shall be required to enable it be paid, to identify apply any and all cash on deposit in the amounts held in each GP Canada Cash Collateral Account from time to time pursuant to each clause of subsection (b) towards all such GP Canada Obligations which shall then be due and subsection (c) above, as applicableowing. (e) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Collateral Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, any amount deposited pursuant to Section 2.04(j) of the Credit Agreement to cover outstanding LC Reimbursement Obligations shall be withdrawn and applied to pay such LC Reimbursement Obligations as they become due; provided that such amount (to the extent not theretofore so applied) shall be withdrawn and returned to the Borrower if and when permitted by said Section 2.04(j).