Common use of Collateral Account Clause in Contracts

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to BAM or one or more Affiliates of BAM shall establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Collateral Rights Agent and pursuant to a Control Agreement (to together, the extent requested), a restricted deposit account designated “Collateral Account”). Each Credit Party The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account from time either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to time cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value. (b) Prior to or substantially concurrently with the issuance of any Class A Shares by the Company, BAM shall, or cause an Affiliate of BAM to, deposit BPY Units or BPY Unit Convertibles into the Collateral Account such that, after taking into account the number of BPY Units issued or issuable upon conversion or redemption of such BPY Unit Convertibles, the number of BPY Units deposited into the Collateral Account shall be equal to the product of (i) the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. The Rights Agent shall have no duty or obligation to calculate the Conversion Factor, to determine the number of Class A Shares issued, or to determine the number of BPY Units or BPY Unit Convertibles necessary to equal the product of (i) the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. (c) Except as set forth in this Section 8(c), BAM and its Affiliates shall not be entitled to withdraw any BPY Unit or BPY Unit Convertible from the Collateral Account. (i) In the event that the Collateral Account Balance shall exceed the Required Collateral Account Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or an Affiliate of BAM shall be entitled to withdraw (pursuant to a written instruction from BAM to the Rights Agent) from the Collateral Account a number of BPY Units, or BPY Unit Convertibles that are convertible into or redeemable for a number of BPY Units, up to an amount equal to (i) the Collateral Account Balance minus (ii) the Required Collateral Account Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(c)(i) without liability or further inquiry. (ii) BAM, or any Affiliate of BAM, shall be permitted to withdraw from the Collateral Account a BPY Unit, or the number of BPY Unit Convertibles that are convertible into or redeemable for a BPY Unit, upon the deposit by BAM or any Affiliate of BAM of the BPY Unit Release Price with respect to such BPY Unit, or the number of BPY Unit Convertibles that are convertible into or redeemable for such BPY Unit, in the Collateral Account. (d) If at any time the Collateral Account Cash Balance shall be less than the Required Collateral Account Cash Balance, BAM shall, or shall cause its Affiliates to, within two Business Days, deposit cash proceeds or Cash Equivalents (pursuant to a written instruction from BAM to the Rights Agent and as selected by BAM) in an amount necessary to cause the Collateral Account Cash Balance to be at least equal to the Required Collateral Account Cash Balance. (e) Except as set forth in this Section 8(e), BAM and its Affiliates shall not be entitled to withdraw any cash or Cash Equivalents from the Collateral Account. (i) If at any time the Collateral Account Cash Balance shall be greater than one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or its Affiliates shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents in an amount not to exceed the excess of (i) the Collateral Account Cash Balance minus (ii) one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(e)(i) without liability or further inquiry. (ii) Upon the deposit in the Collateral Account of a number of BPY Units, or of BPY Unit Convertibles that are convertible into or redeemable for such number of BPY Units, BAM, or an Affiliate of BAM, shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents from the Collateral Account in an amount equal to the aggregate BPY Unit Value of such number of BPY Units, or of the number of BPY Units issuable upon the conversion or redemption of such BPY Unit Convertibles, as applicable. (f) For the avoidance of doubt, BAM, or its applicable Affiliates, shall remain the beneficial owner of any BPY Units or BPY Unit Convertibles deposited by BAM or such Affiliates into the Collateral Account for so long as such BPY Units or BPY Unit Convertibles remain in the Collateral Account, and shall hold all of the rights, powers, privileges and preferences appurtenant to such BPY Units or BPY Unit Convertibles, including, without limitation, the right to distributions on such BPY Units or BPY Unit Convertibles. In the event that the Collateral Account consists of more than one account and (i) the Rights Agent has not received written instructions from BAM as to which account to use for any specific transaction described in this Section 8 or (ii) there shall not be an amount within the account designated by BAM to satisfy any applicable BPY Units Amount or Cash Amount to be delivered pursuant to this Agreement, in such cases the Rights Agent shall follow an order of account priority, to be provided in writing by BAM upon the establishment each new account, when determining which account to use for any of the Collateral (including pursuant transactions described in this Section 8. BAM also covenants and agrees that it will take all action within its control to ensure that any transfer agent of the BPY Unit certificates and Class A Shares will comply with the Rights Agent’s instructions in carrying out the purposes of this Agreement. BAM shall provide the Rights Agent with all necessary information and contact details for each transfer agent for the BPY Unit certificates and Class A Shares. The Rights Agent shall have no liability for the failure of any transfer agent to facilitate or effect any transfers contemplated hereby, or for any delay in doing so, or for the failure of BAM of its obligations under this Section 8(f). Prior to any disposition thereoftransfer contemplated by this Agreement, BAM shall instruct the transfer agents for any BPY Unit certificates and Class A Shares to follow the instructions of the Rights Agent in connection with any exchange of Class A Shares for BPY Units as set forth herein. (g) BAM shall provide the Rights Agent with written notice of the consummation of any BPY Specified Event concurrently with such consummation. Upon the consummation of a BPY Specified Event, the Cash Amount shall be calculated solely in accordance with subsection C(3)(h) of Article IV of the Company Charter, and BAM shall provide the Rights Agent with written notice of the Cash Amount and the BPY Unit of Reference Property as a result of such BPY Specified Event. On the second Business Day following the effective date of the BPY Specified Event, if any Class A Shareholder shall not have received, with respect to any Class A Share, the extent contemplated herein or in any other Loan Documentamount such Class A Shareholder was entitled to receive under subsection C(3)(h) of Article IV of the Company Charter, such Class A Shareholder shall thereafter be entitled to receive, with respect to each such Class A Share, either (i) a BPY Reference Property, or, at BAM’s election, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter providedCash Amount. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed Any BPY Reference Property received by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance Rights Agent from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account BAM upon a BPY Specified Event shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect and shall not be removed from the Collateral Account until the Rights Agent has received written instructions from BAM providing the Rights Agent with all necessary information to process such removal and transfer, and the satisfaction of Letters all Secondary Exchange Rights under subsection C(3)(h) of Credit under Article IV of the Company Charter. (h) In connection with any provision transfer by BAM of BPY Units, BPY Reference Property or BPY Unit Convertibles into the Collateral Account required by this Agreement requiring which are held through DTC or another Depositary, BAM must deliver to the Rights Agent a written order from a Participant given to DTC or such cover shall other Depositary in accordance with the Applicable Procedures directing DTC or such other Depositary to cause such BPY Units, BPY Reference Property or BPY Unit Convertibles to be held by transferred to the Collateral Agent Account. In connection with any transfer by BAM of BPY Units, BPY Reference Property or BPY Unit Convertibles into the Collateral Account required by this Agreement which are not held through DTC or another Depositary, BAM shall transfer to and hold such BPY Units, BPY Reference Property or BPY Unit Convertibles in a separate sub-account designated as the “LC Sub-Collateral Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized In the event that the Threshold applicable to establish Party A has been reduced to zero, Party A shall open and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxa segregated account with the Custodian, Xxxxxxxx, Xxxxxxxxxxx 00000, in titled as an account of Party A as depositor and entitlement holder (such segregated account the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”). Each Credit The Collateral Account shall be subject to a tri-party account control agreement to be entered into among Party A, Party B, and the Custodian (the “Control Agreement”). The Control Agreement shall deposit into provide, among other customary matters, that (x) Party A shall be entitled to originate entitlement orders and instructions, and receive interest and distributions, with respect to the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) so long as Party B has not delivered a notice to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral Custodian and Party A to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit effect that Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account B shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from have exclusive control over the Collateral Account, remit (y) following delivery of such cash proceeds notice of exclusive control the Custodian shall comply with instructions and entitlement orders originated by Party B without further consent by Party A, and (z) the Control Agreement shall terminate on deposit the fifth business day following delivery of a notice from Party A to the Custodian and Party B that Party A has designated an Early Termination Date in respect of all Transactions for the reason that Party B is the Defaulting Party or the sole Affected Party with respect to a Termination Event, unless such notice is contested by Party B within such period of five business days. Party B agrees that it shall not assert exclusive control over, or originate entitlement orders or instructions for the disposition of funds with respect to, the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied unless the conditions relating thereto set forth in Section 9.02, (iifor the exercise of its rights and remedies pursuant to Paragraph 8(a) Net Cash Proceeds from any sale are met and such assertion of exclusive control or other disposition origination of Collateral from instructions or entitlement orders is for the Collateral Account, remit purpose of exercising such cash proceeds on deposit in rights and remedies. Upon the Collateral Account, so long as such Credit written request of either Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (A or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that B at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision execution of this Credit Support Annex, Party A and Party B shall use their reasonable best efforts to negotiate and enter into a Control Agreement requiring such cover shall be held by with the Collateral Agent Custodian that satisfies the criteria described in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).this Paragraph 13(l)(i) and otherwise is reasonably acceptable to Party A and Party B.

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “FTD, Inc. Collateral Account” (the “Collateral Account”). Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or or, except as expressly set forth herein, otherwise receive any funds deposited in into the Collateral Account. Notwithstanding the foregoing, amounts deposited by Company into the Collateral Account except pursuant to subsection 3.3E of the Credit Agreement shall be released to Company upon satisfaction of the conditions specified in such subsection. Anything contained herein to the extent specifically provided herein. (c) Amounts on deposit contrary notwithstanding, the 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 Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 the occurrence and during the continuance initiating a transfer of an Event of Default, funds to the Collateral Agent) Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Collateral Account shall determine, which Cash Equivalents not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the name Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and be under the control terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) cash in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be deposited directly in, and held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no If an Event of Default has occurred and is continuing or will result therefromand, in accordance with Section 8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the “Aggregate Available Amount”) equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. In the event a Letter of Credit is denominated in a currency other than Dollars, the Collateral Agent shall, within one Business Day’s portion of receiving a request the Aggregate Available Amount related to such Letter of Credit shall be calculated based upon the applicable Exchange Rate for such currency as of the applicable Credit Party date of determination. If for release of cash proceeds constituting (i) Net Cash Proceeds from any reason the aggregate amount delivered by Company for deposit in the Collateral AccountAccount as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the “Maximum Available Amount”) to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account an amount described above, Secured Party shall apply the amount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “Quidel Corporation Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 occurrence Collateral Account, give notice to Secured Party by telefacsimile or E-mail (if and during when confirmed by telephone) of the continuance date, amount and method of an Event delivery of Defaultsuch deposit. Cash held by Secured Party in the Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that Borrower is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 15(c) of this Agreement shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. Secured Party is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of Credit under any provision Section 15(c) of this Agreement requiring and the Credit Agreement, if any such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Borrower or at Borrower’s direction.

Collateral Account. (a) The Collateral Agent At any time any cash collateral is hereby authorized required to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in be provided pursuant to the name Credit Agreement or after the acceleration of the Collateral Agent and Obligations under the Credit Agreement pursuant to Article VII of the Credit Agreement, the Administrative Agent shall establish a Control Agreement single, segregated account (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ), which shall deposit be a “securities account” (as defined in Section 8-501(a) of the Uniform Commercial Code) and in respect of which the Administrative Agent shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the Uniform Commercial Code), into the Collateral Account which there shall be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant proceeds of insurance thereon) required to any disposition thereof) be delivered to the extent contemplated herein or Administrative Agent pursuant hereto and into which the Obligors shall deposit such additional amounts as provided in any other Loan Document, (ii) the cash proceeds of any Casualty Event Credit Agreement with respect to any requirement to provide Cash Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) thereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 5.08 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in withdrawal only as provided herein (and, with respect to Cash Equivalents Collateral, as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held provided in the name and be under Credit Agreement). In addition to the control of the Collateral Agent (or any sub-agent); provided that foregoing, each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder shall be received by it, such Obligor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Agent may (andAccount. Until so deposited, if instructed all such proceeds shall be held in trust by the Required Lenders applicable Obligor for and as specified hereinthe property of the Administrative Agent and shall not be commingled with any other funds or property of any Obligor. Other than Cash Collateral (which shall only be returned to the Borrower as provided in the Credit Agreement), shall) amounts in its (or their) discretion the Cash Collateral Account shall be returned to the Borrower at any time that no Event of Default exists and from time to time elect to liquidate any such Cash Equivalents all Obligations then due and to apply or cause to be applied the proceeds thereof to the payment of the Obligations owing have been paid in the manner specified in Section 9.03 hereoffull. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in If the name prepayment of the Collateral Agent and pursuant to a Control Agreement (to the extent requestedamount available for drawing under any or all outstanding Letters of Credit is required under Section 2.8(b), a restricted deposit account designated “Collateral Account”. Each Credit Party Section 2.16, Section 8.2 or Section 8.3 above, Borrower shall deposit into forthwith pay the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is amount required to pledge be so prepaid, to be held by Administrative Agent as additional collateral security hereunder pursuant to the Loan Documentsprovided in subsection (b) below. (b) The balance All amounts prepaid pursuant to subsection (a) above shall be held by Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time in the Collateral Account shall constitute part held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the Collateral foregoing and shall not constitute payment all proceeds of and earnings on any of the Obligations until applied foregoing being collectively called the “Collateral Account”) as hereinafter provided. So long as no Event of Default has occurred security for, and is continuing or will result therefromfor application by Administrative Agent (to the extent available) to, the Collateral Agent shall, within one Business Day’s reimbursement of receiving a request any payment under any Letter of Credit then or thereafter made by the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral AccountL/C Issuer, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the unpaid balance of all other Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, (and to the provisions of Sections 2.18(j) all Hedging Liability and 9.03Funds Transfer and Deposit Account Liability). The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name of and be under subject to the exclusive dominion and control of Administrative Agent for the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance benefit of an Event of DefaultAdministrative Agent, the Collateral Lenders, and the L/C Issuers. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of Administrative Agent may and at Borrower’s risk and expense, such deposits shall not bear interest. If (andi) Borrower shall have made payment of all obligations referred to in subsection (a) above required under Section 2.8(b) and Section 2.16, if instructed by any, at the Required Lenders as specified hereinrequest of Borrower, shall) Administrative Agent shall release to Borrower amounts held in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account so long as cover for liabilities at the time of the release and after giving effect thereto no Default or Event of Default exists and, in respect the case of Section 2.16, no Lender is a Defaulting Lender and (ii) Borrower shall have made payment of all obligations referred to in subsection (a) above required under Section 8.2 or 8.3, so long as no Letters of Credit under Credit, Commitments, Loans or other Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability remain outstanding, at the request of Borrower, Administrative Agent shall release to Borrower any provision of this Agreement requiring such cover shall be remaining amounts held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to BAM or one or more Affiliates of BAM shall establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Collateral Rights Agent and pursuant to a Control Agreement (to together, the extent requested), a restricted deposit account designated “Collateral Account”). Each Credit Party The Rights Agent shall requisition the BBU Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BBU Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account from time to time either (i) a number of BBU Units or BBU Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the cash proceeds Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BBU Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BBU Units Amount pursuant to this Agreement shall be made in the form of BBU Units and not, for the avoidance of doubt, in the form of BBU Unit Convertibles. To the extent that conversion or redemption of a BBU Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral (Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including pursuant to any disposition thereof) as a result of an adjustment to the extent contemplated herein Conversion Factor or an increase in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan DocumentsBBU Unit Value. (b) The balance from time Prior to time in or substantially concurrently with the issuance of any Class A Shares by the Company, BAM shall, or cause an Affiliate of BAM to, deposit BBU Units or BBU Unit Convertibles into the Collateral Account such that, after taking into account the number of BBU Units issued or issuable upon conversion or redemption of such BBU Unit Convertibles, the number of BBU Units deposited into the Collateral Account shall constitute part be equal to the product of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. The Rights Agent shall have no duty or obligation to calculate the Conversion Factor, to determine the number of Class A Shares issued, or to determine the number of BBU Units or BBU Unit Convertibles necessary to equal the product of (i) the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. (c) Except as set forth in this Section 8(c), BAM and its Affiliates shall not be entitled to withdraw any BBU Unit or BBU Unit Convertible from the Collateral Account. (i) In the event that the Collateral Account Balance shall exceed the Required Collateral Account Balance, remit either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or an Affiliate of BAM shall be entitled to withdraw (pursuant to a written instruction from BAM to the Rights Agent) from the Collateral Account a number of BBU Units, or BBU Unit Convertibles that are convertible into or redeemable for a number of BBU Units, up to an amount equal to (i) the Collateral Account Balance minus (ii) the Required Collateral Account Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(c)(i) without liability or further inquiry. (ii) BAM, or any Affiliate of BAM, shall be permitted to withdraw from the Collateral Account a BBU Unit, or the number of BBU Unit Convertibles that are convertible into or redeemable for a BBU Unit, upon the deposit by BAM or any Affiliate of BAM of the BBU Unit Release Price with respect to such BBU Unit, or the number of BBU Unit Convertibles that are convertible into or redeemable for such BBU Unit, in the Collateral Account. (d) If at any time the Collateral Account Cash Balance shall be less than the Required Collateral Account Cash Balance, BAM shall, or shall cause its Affiliates to, within two Business Days, deposit cash proceeds on or Cash Equivalents (pursuant to a written instruction from BAM to the Rights Agent and as selected by BAM) in an amount necessary to cause the Collateral Account Cash Balance to be at least equal to the Required Collateral Account Cash Balance. (e) Except as set forth in this Section 8(e), BAM and its Affiliates shall not be entitled to withdraw any cash or Cash Equivalents from the Collateral Account. (i) If at any time the Collateral Account Cash Balance shall be greater than one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or its Affiliates shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents in an amount not to exceed the excess of (i) the Collateral Account Cash Balance minus (ii) one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(e)(i) without liability or further inquiry. (ii) Upon the deposit in the Collateral Account of a number of BBU Units, or of BBU Unit Convertibles that are convertible into or redeemable for such number of BBU Units, BAM, or an Affiliate of BAM, shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents from the Collateral Account in an amount equal to the aggregate BBU Unit Value of such number of BBU Units, or of the number of BBU Units issuable upon the order conversion or redemption of such Credit PartyBBU Unit Convertibles, as applicable. (f) For the avoidance of doubt, BAM, or its applicable Affiliates, shall remain the beneficial owner of any BBU Units or BBU Unit Convertibles deposited by BAM or such Affiliates into the Collateral Account for so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale BBU Units or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit BBU Unit Convertibles remain in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and hold all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence rights, powers, privileges and during the continuance of an Event of Defaultpreferences appurtenant to such BBU Units or BBU Unit Convertibles, including, without limitation, the Collateral Agent may (and, if instructed by right to distributions on such BBU Units or BBU Unit Convertibles. In the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of event that the Collateral Account consists of more than one account and (i) the Rights Agent has not received written instructions from BAM as to which account to use for any specific transaction described in this Section 8 or (ii) there shall not be an amount within the payment account designated by BAM to satisfy any applicable BBU Units Amount or Cash Amount to be delivered pursuant to this Agreement, in such cases the Rights Agent shall follow an order of account priority, to be provided in writing by BAM upon the establishment each new account, when determining which account to use for any of the Obligations transactions described in this Section 8. BAM also covenants and agrees that it will take all action within its control to ensure that any transfer agent of the manner specified BBU Unit certificates and Class A Shares will comply with the Rights Agent’s instructions in Section 9.03 hereof, subject, however, in carrying out the case purposes of amounts deposited in this Agreement. BAM shall provide the LC Sub-Account, to Rights Agent with all necessary information and contact details for each transfer agent for the provisions of Sections 2.18(j) BBU Unit certificates and 9.03Class A Shares. The Credit Parties Rights Agent shall have no right liability for the failure of any transfer agent to withdrawfacilitate or effect any transfers contemplated hereby, or for any delay in doing so, or for the failure of BAM of its obligations under this Section 8(f). Prior to any transfer or otherwise receive contemplated by this Agreement, BAM shall instruct the transfer agents for any funds deposited BBU Unit certificates and Class A Shares to follow the instructions of the Rights Agent in the Collateral Account except to the extent specifically provided connection with any exchange of Class A Shares for BBU Units as set forth herein. (cg) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance In connection with any transfer by BAM of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (BBU Units or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited BBU Unit Convertibles into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of required by this Agreement requiring which are held through DTC or another Depositary, BAM shall deliver to the Rights Agent such cover shall be held by BBU Units or BBU Unit Convertibles to the Collateral Agent in a separate sub-account designated as Account pursuant to DTC’s or such other Depositary’s Applicable Procedures. In connection with any transfer by BAM of BBU Units or BBU Unit Convertibles into the “LC Sub-Collateral Account required by this Agreement which are not held through DTC or another Depositary, BAM shall take all necessary action to cause such BBU Units or BBU Unit Convertibles to be delivered to the Collateral Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “Hexcel Corporation Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 occurrence Collateral Account, give notice to Secured Party by telefacsimile of the date, amount and during method of delivery of such deposit. Cash held by Secured Party in the continuance Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of an Event the Board of DefaultGovernors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that Company is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 15(c) of this Agreement shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. Secured Party is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of Credit under any provision Section 15(c) of this Agreement requiring and the Credit Agreement, if any such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Company or at Company’s direction.

Collateral Account. (a) The In accordance with this Agreement and the Account Control Agreement, the Collateral Agent has established at the Custodian a single, segregated securities account together with a related deposit account and titled the “TCW DL VII Financing LLC Collateral Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collateral Account”, which shall be maintained by the Borrower with the Custodian in accordance with this Agreement and the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. All Collateral Obligations shall be credited to the Collateral Account; provided, however, (i) it is hereby authorized expressly acknowledged that (A) interests in bank loans (collectively “Loan Assets” and each a “Loan Asset”) may be acquired by the Borrower from time to establish time which are not evidenced by, or accompanied by delivery of, a Security (as defined in Section 8-102(15) of the UCC) or an Instrument (as defined in Section 9-102(47) of the UCC), and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxmay be evidenced solely by delivery to the Custodian of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) evidencing the assignment of such Loan Assets from the Fund or any third party owner thereof to the Borrower and from the Borrower in blank, Xxxxxxxx, Xxxxxxxxxxx 00000, and (B) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Collateral Agent Custodian, and pursuant (ii) nothing herein shall require the Custodian to a Control Agreement (credit to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time or to time treat as a financial asset (iwithin the meaning of Section 8-102(a)(9) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iiiUCC) any cash such Credit Party is required Loan Asset or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) “maintain” a sufficient quantity thereof. The balance only permitted withdrawals from time to time in the Collateral Account shall constitute part be in accordance with the provisions of this Agreement. The Collateral Agent agrees to give the Borrower and the Collateral Manager prompt notice if (to the actual knowledge of a Responsible Officer of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (iAgent) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale assets or other disposition of Collateral from the Collateral Account, remit such cash proceeds securities on deposit in the Collateral Accounttherein, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding otherwise to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, shall become subject to the provisions any writ, order, judgment, warrant of Sections 2.18(j) and 9.03attachment, execution or similar process. The Credit Parties Borrower shall not have no right to withdrawany legal, transfer equitable or otherwise receive any funds deposited beneficial interest in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit other than in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultaccordance with this Agreement, the Collateral Agent) shall determine, which Cash Equivalents shall be held in other Facility Documents and the name and be under the control Priority of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofPayments. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized Prior to the Issue Date of the Securities, the Trustee shall open with Xxxxxx Trust and Savings Bank (the "Bank") and shall require the Bank to establish on its books and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxmaintain, Xxxxxxxx, Xxxxxxxxxxx 00000, a trust account (the "Collateral Account") into which the Trustee shall deposit the Special Redemption Amount when received from the Company pursuant to Section 4.20. In order to secure the full and punctual payment of the Securities in accordance with the terms hereof (but subject to the provisions of this Article 10 governing release of funds held in the name Collateral Account), the Company hereby grants to the Trustee a continuing security interest in and to all of its right, title and interest in and to the Collateral Agent Account, all cash deposited therein and the Treasury Bills held therein pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash Section 10.02 and all proceeds of any of the foregoing, whether now existing or hereafter acquired or arising. The Collateral (including pursuant to any disposition thereof) Account shall relate solely to the extent contemplated herein or Securities and the Collateral securing the Securities, and funds in such account shall not be commingled with any other Loan Documentmoneys or properties, (ii) tangible or intangible. All payments to be made from time to time by the cash proceeds of any Casualty Event with respect to Collateral Trustee to the extent contemplated herein or Holders of Securities out of funds in any other Loan Document, and (iii) any cash such Credit Party is required to pledge the Collateral Account as additional collateral security hereunder pursuant to payment of the Loan Documents. (b) The balance Redemption Price in connection with a Special Redemption shall be made by the Trustee as Paying Agent. All moneys deposited from time to time in the Collateral Account pursuant to this Indenture shall constitute part of be held by the Trustee in trust hereunder as Collateral and shall not constitute payment of the Obligations until applied as hereinafter herein provided. So long as no Event Any payments of Default has occurred and is continuing principal of or will result therefrominterest on, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash or proceeds constituting (i) Net Cash Proceeds from the Collateral Accountsale of, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit Treasury Bills held in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence credited and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account. The Collateral Account as cover shall be titled "Bank of Montreal Trust Company, Trustee for liabilities in respect benefit of Letters holders of Credit securities of Price Communications Wireless, Inc., under any provision an Indenture dated July 10, 1997 Collateral Account." (b) The Collateral Account shall be maintained with the Bank until release by the Trustee contemporaneously with the earliest of (i), (ii) or (iii) of this Agreement requiring such cover shall be held subparagraph (b) to occur: (i)(A) the closing of the Merger, (B) the borrowing by the Company of an aggregate of at least $325.0 million pursuant to the Credit Agreement and (C) the receipt by the Company of the PCC Equity Contribution, and (D) receipt by the Trustee of an order from the Company requesting that the Trustee release the Collateral Agent in a separate sub-account designated as to the “LC Sub-Account” order of the Company; or (ii) the “LC Sub-Account”)Business Day prior to the Special Redemption Date or (iii) the date of which no Securities remain outstanding.

Collateral Account. (a) The Collateral Administrative Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Atlantic Broadband Finance, LLC — Collateral Account”” with respect to which the Administrative Agent shall at all times have “control” (as defined in Section 9-104 of the UCC). Each Credit Party shall (subject to the limitations set forth in the definition of Net Proceeds and subsection 8.5) deposit into the Collateral Account from time to time (iA) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Credit Document, (iiB) the cash proceeds of any Casualty Event Taking or Destruction with respect to Collateral, (C) any cash in respect of any Collateral to which the extent contemplated herein or in any other Loan DocumentCollateral Agent is entitled pursuant to the Credit Documents, and (iiiD) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Credit Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Administrative Agent shall, shall within one Business Day’s Day of receiving a request of the applicable Credit Party for release of cash proceeds constituting (iA) Net Cash Proceeds net insurance proceeds or net awards from the Collateral Account, Account remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02subsection 12.2, (iiB) Net Cash Proceeds net cash proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 subsection 12.2 and (iiiC) with respect to the LC L/C Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subsection 12.3 hereof subject, however, in the case of amounts deposited in the LC L/C Sub-Account, to the provisions of Sections 2.18(j) and 9.03subsection 12.1(d). The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds fund deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Administrative Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 subsection 12.3 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC L/C Sub-Account” (the “LC L/C Sub-Account”)) and, notwithstanding any other provision hereof to the contrary, all amounts held in the L/C Sub-Account shall constitute collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and second as collateral security for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full.

Collateral Account. (a) The In accordance with this Agreement and the Account Control Agreement, the Collateral Agent has established at the Custodian a segregated account comprised of a securities account and a related deposit account titled the “BlackRock Private Credit Fund Leverage I, LLC Collateral Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collateral Account”, which shall be maintained by the Custodian in accordance with this Agreement and the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. All Collateral Obligations delivered to the Collateral Agent or the Custodian shall be credited to the Collateral Account; provided, however, (i) it is hereby authorized expressly acknowledged that (A) interests in bank loans or Participation Interests in bank loans (collectively “Loan Assets” and each a “Loan Asset”) may be acquired by the Borrower from time to establish time which are not evidenced by, or accompanied by delivery of, a Security (as defined in Section 8-102(15) of the UCC) or an Instrument (as defined in Section 9-102(47) of the UCC), and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxmay be evidenced solely by delivery to the Custodian of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Borrower as assignee, Xxxxxxxx, Xxxxxxxxxxx 00000, and (B) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Collateral Agent Borrower, and pursuant (ii) nothing herein shall require the Custodian to a Control Agreement (credit to the extent requested), Collateral Account or to treat as a restricted deposit account designated financial asset (within the meaning of Section 8-102(a)(9) of the UCC) any such Loan Asset or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. The Borrower shall instruct all Obligors to remit all their payments constituting Interest Proceeds and Principal Proceeds in respect of the Collateral Account”. Each Credit Party shall deposit Obligations into the Collateral Account in accordance with this Agreement. The Collateral Agent shall daily sweep from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit all Interest Collections in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied Interest Collection Account and all Principal Collections in the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral Account to the Principal Collection Account. The only permitted withdrawals from the Collateral Account, remit such cash proceeds Account shall be in accordance with the provisions of this Agreement. The Collateral Agent agrees to give the Borrower prompt notice if (to the actual knowledge of a Responsible Officer of the Collateral Agent) the Collateral Account or any assets or securities on deposit in the Collateral Accounttherein, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding otherwise to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, shall become subject to the provisions any writ, order, judgment, warrant of Sections 2.18(j) and 9.03attachment, execution or similar process. The Credit Parties Borrower shall not have no right to withdrawany legal, transfer equitable or otherwise receive any funds deposited beneficial interest in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit other than in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of accordance with this Agreement requiring such cover shall be held by and the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Priority of Payments.

Collateral Account. (a) BP, prior to the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, shall establish a non-interest bearing deposit account (the “Collateral Account”) with the applicable Account Bank, and in respect of which employees of BP are identified as account administrators. The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Account shall be in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”BP. Each Credit Party BP shall deposit into cause the Collateral Account to be, and the Collateral Account shall be, separate from time all other accounts held by or under the control or dominion of BP or any other Person. BP shall provide IDT a schedule of fees associated with the Collateral Account, and BP shall promptly notify IDT in writing of any changes to time such fees occurring after the Closing Date. The Deposit Account Control Agreement entered into with respect to the Collateral Account shall (i) the cash proceeds permit an authorized representative of any of the Collateral (including pursuant IDT to any disposition thereof) provide payment instructions to the extent contemplated herein or applicable Account Bank on any Business Day to make payments in any other Loan Documentthe manner specified in Section 10.4, and (ii) expressly state that no funds may be disbursed from the cash proceeds Collateral Account without the written authorization of any Casualty Event with respect an authorized representative of BP. Such Deposit Account Control Agreement shall provide that if IDT fails to Collateral submit payment instructions timely to the extent contemplated herein or Account Bank and such payment instructions are related to undisputed amounts due, then the Account Bank shall make disbursements as directed in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to writing by the Loan Documentsauthorized representative of BP. (b) The balance from time financial assets and other property and balances credited to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Obligation until applied thereto as hereinafter providedprovided in this Agreement and the other Transaction Documents. So long as no Event of Default has occurred Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and is continuing or will result therefrom, service charges relating to the Collateral Agent shallAccount and BP may invoice IDT for any such fee or service charge. (c) BP shall deliver or cause to be delivered to IDT as soon as practicable after the end of each calendar month following the Effective Date, within one Business Day’s of receiving a request copies of the applicable Credit Party account statements for release the Collateral Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. BP shall provide any additional information or reports relating to the Collateral Account and the transactions therein reasonably requested from time to time by IDT. (d) Each reference herein to funds held in the Collateral Account shall be deemed to be a reference to the aggregate amount of cash proceeds constituting U.S. Dollars credited to the Collateral Account on the date of determination. If the Account Bank makes an error in the amount transferred from (ior to) Net Cash Proceeds from the Collateral Account, remit the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. Table of Contents (e) If, following the delivery of the cash proceeds flow projections by IDT to BP pursuant to Section 8.2(h), BP determines that its financial exposure for the following month based on its supply to IDT of Energy and Natural Gas under this Agreement and the Related Agreements exceeds the projected cashflow into the Collateral Account for the following month, BP shall notify IDT of such deficiency. IDT may elect to not receive or, if requested by BP, shall not receive any portion of the distribution of funds on deposit in the Collateral Account on the next Monthly Distribution Date pursuant to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein10.4(v). (cf) Amounts on IDT may deliver funds to BP for deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under at any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)time during normal business hours.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, established with the Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of the Collateral required to be delivered to the Agent pursuant to any provision of this Agreement. Any income received by the Agent with respect to the balance from time to time of the Collateral (Account, including pursuant to any disposition thereof) interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to paragraph (c) of this Section shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if so instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein6. (c) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after Borrower shall determine on behalf of the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determineGrantor which deposited such amounts, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that that, at any time after the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof.6. In order to provide the Agent, for the benefit of the Banks, with a perfected security interest therein, each Liquid Investment shall be either: (di) Amounts deposited into evidenced by negotiable certificates or instruments, or if non-negotiable then issued in the Collateral Account as cover for liabilities name of the Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Agent or an agent thereof (which shall not be the Grantor or any of its Affiliates) in respect the State of Letters of Credit under any provision of this Agreement requiring such cover shall be held Texas; or (ii) in book-entry form and issued by the Collateral Agent United States and subject to pledge under applicable state law and treasury regulations and as to which (in a separate sub-account designated as the “LC Sub-Account” (opinion of counsel to the “LC Sub-Account”)Agent) appropriate measures shall have been taken for perfection of the security interests.

Collateral Account. (a) The Borrower agrees to deposit in the Collateral Agent is hereby authorized Account or, at the Lender's option, to establish deliver to the Lender all collections on Receivables, contract rights, chattel paper and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxother rights to payment constituting Collateral, Xxxxxxxxand all other cash proceeds of Collateral, Xxxxxxxxxxx 00000which the Borrower may receive directly, immediately upon receipt thereof, in the name form received, except for the Borrower's endorsement when deemed necessary; provided, however, that the Borrower may establish depository accounts to clear collections provided that (i) in the case of any depository account established in the Collateral Agent and pursuant State of Colorado, such account is swept to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Documenton each Business Day, (ii) in the cash proceeds case of any Casualty Event with respect to Collateral depository accounts established in states other than the State of Colorado, such accounts are swept to the extent contemplated herein Collateral Account at least one time per week (or in any other Loan Documentmore frequently if the Administrative Agent shall request), and (iii) any cash such Credit Party is required at the request of the Administrative Agent, all depository accounts are assigned to pledge the Lender as additional collateral security hereunder pursuant for the Loan on terms and conditions satisfactory to the Loan Documents. (b) Administrative Agent in its sole discretion. The balance from time Borrower further agrees to time irrevocably require all processors of credit card receipts to remit all payments due in respect thereof directly to the depository account maintained in the State of Colorado. Until delivered to the Lender or deposited in the Collateral Account, all proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Lender and shall not be commingled with any other funds or property of the Borrower. Amounts deposited in the Collateral Account shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All such collections shall constitute part proceeds of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter providedany Obligation. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds Collected funds from the Collateral AccountAccount shall be transferred to the Lender's general account, remit such cash proceeds on and the Lender may deposit in its general account or in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral and all collections received by it directly from the Collateral Account, remit Borrower. The Lender may commingle such cash proceeds on deposit funds with other property of the Lender or any other person. The Lender shall apply such collected funds in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account on a daily basis to the payment of any and all Obligations, in any order or manner of application satisfactory to the Obligations in the manner specified in Section 9.03 hereof, subjectLender provided, however, that in the case lieu of applying any such amounts deposited in the LC Sub-Account, to payment of LIBOR Rate Advances prior to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdrawmaturity thereof, transfer or otherwise receive any funds deposited in the Collateral Account except Lender may, at its option, remit such amounts to the extent specifically provided herein. (c) Amounts on deposit Borrower. All items delivered to the Lender or deposited in the Collateral Account shall be invested from time subject to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultfinal payment. If any such item is returned uncollected, the Collateral Agent) shall determineBorrower will immediately pay the Lender, which Cash Equivalents the amount of that item, or the Lender at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be held liable as an endorser on all items deposited in the name and be under the control of the Collateral Agent (Account, whether or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed not in fact endorsed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofBorrower. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Company may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in any other Loan DocumentSections 2.10, 3.02(d) and (iii) any cash such 10 of the Credit Party Agreement, it is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Company as the Company shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Company agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Company for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofCompany. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Company may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in any other Loan DocumentSections 3.02(d) and 10 of the Credit Agreement, and (iii) any cash such Credit Party it is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Company as the Company shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Company agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Company for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofCompany. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Borrower shall at all times maintain Cash Collateral Investments in Collateral Accounts with a Collateral Value of not less than the Required Amount. If at any time the Required Amount shall exceed (the amount of such excess, the “Collateral Shortfall”) the Collateral Value for three (3) consecutive Business Days, the Agent is hereby authorized to establish shall provide the Borrower notice, by telephone or in writing, of such Collateral Shortfall and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name it shall be a Default unless within three (3) Business Days of the Borrower’s receipt of such notice, no Collateral Agent and pursuant to Shortfall exists as a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time result of (i) the cash proceeds of any of a change in the Collateral (including pursuant Value due to any disposition thereof) to the extent contemplated herein or in any other Loan Document, market fluctuations and/or (ii) a deposit by the cash proceeds Borrower of any Casualty Event with respect to additional Cash Collateral to the extent contemplated herein or Investments in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documentsa Collateral Account. (b) The balance from time to time Cash Collateral Investments held in the a Collateral Account shall constitute part be invested (i) so long as no Default has occurred, at the direction of the Borrower, provided that all such Cash Collateral Investments must be reasonably acceptable to the Agent and shall not constitute payment otherwise permitted by this Agreement, and (ii) following the occurrence and continuation of a Default, at the direction of the Obligations until applied as hereinafter providedAgent. All income from such Cash Collateral Investments shall be retained in a Collateral Account and added to the Collateral. (c) So long as no Event of Default has occurred and is continuing or will result therefromcontinuing, if at any time the Obligations become due and payable hereunder, the Collateral Agent shall, within one Business Day’s Borrower may direct the application of receiving a request all or any part of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit Investments held in the a Collateral Account to or upon for the order of such Credit Partyamount which is due and payable, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) including with respect to any Reimbursement Obligations; provided, however, the LC Sub-Account at such time as all Letters of Credit Agent shall have been terminated and the right, upon five (5) days’ prior notice to the Borrower, to apply all or any part of the liabilities Cash Collateral Investments held in respect of a Collateral Account for the Letters of Credit have been paid amount which is due and payable unless the Borrower shall object in fullwriting and otherwise pay the amount due and payable within such five (5) day period. At any time following Upon the occurrence and during the continuance continuation of an Event of a Default, the Collateral Agent may apply (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide without prior notice to Borrower of such application the Borrower) all or cause to be applied (subject to collection) the balance from time to time outstanding to the credit any part of the Cash Collateral Investments held in a Collateral Account pursuant to the payment of the Obligations and in the manner specified in accordance with Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof8.4. (d) Amounts deposited into So long as no Default or Unmatured Default under Section 7.2 has occurred, at any time the Collateral Account as cover for liabilities in respect Value exceeds (the amount of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as excess, the “LC Sub-Account” (Collateral Excess”) the “LC Sub-Account”)Required Amount, the Borrower can request to receive or otherwise direct the application of such Collateral Excess and the Agent shall release any Lien it has with respect to such Collateral Excess; provided, however, upon the occurrence and continuation of a Default, the Agent shall have sole control over any such Collateral Excess, including the application of such amount pursuant to and in accordance with Section 8.4.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Pledgors may from time to time deposit any other Loan Document, (ii) the cash proceeds additional amounts that any of any Casualty Event with respect them wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in Sections 3.02(d) and 10 of the Credit Agreement, any other Loan Document, and (iii) any cash such Credit Party Pledgor is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long the respective Pledgor as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02Pledgor shall from time to time instruct. However, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) ), in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (orforegoing, after each Pledgor agrees that if the occurrence and during the continuance proceeds of an Event of Defaultany Collateral hereunder shall be received by it, such Pledgor shall as promptly as possible deposit such proceeds into the Collateral Agent) shall determineAccount. Until so deposited, which Cash Equivalents all such proceeds shall be held in trust by such Pledgor for and as the name and be under the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance property of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofPledgor. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Administrative Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx[ ], Xxxxxxxx, Xxxxxxxxxxx 00000Attn: [ ], in the name of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Language Line, Inc. — Collateral Account”” with respect to which the Administrative Agent shall at all times have “control” (as defined in Section 9-104 of the UCC). Each Credit Party shall (subject to the limitations set forth in the definition of Net Proceeds and subsection 8.5) deposit into the Collateral Account from time to time (iA) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Credit Document, (iiB) the cash proceeds of any Casualty Event Taking or Destruction with respect to Collateral, (C) any cash in respect of any Collateral to which the extent contemplated herein or in any other Loan DocumentAdministrative Agent is entitled pursuant to the Credit Documents, and (iiiD) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Credit Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Administrative Agent shall, shall within one Business Day’s Day of receiving a request of the applicable Credit Party for release of cash proceeds constituting (iA) Net Cash Proceeds net insurance proceeds or net awards from the Collateral Account, Account remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02subsection 12.2, (iiB) Net Cash Proceeds net cash proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 subsection 12.2 and (iiiC) with respect to the LC L/C Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subsection 12.3 hereof subject, however, in the case of amounts deposited in the LC L/C Sub-Account, to the provisions of Sections 2.18(j) and 9.03subsection 12.1(d). The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds fund deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Administrative Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 subsection 12.3 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC L/C Sub-Account” (the “LC L/C Sub-Account”)) and, notwithstanding any other provision hereof to the contrary, all amounts held in the L/C Sub-Account shall constitute collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and second as collateral security for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full.

Collateral Account. (a) The Collateral Agent Trustee is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in receive any funds for the name benefit of the Holders and the other secured parties distributed under, and in accordance with, the Collateral Agent Trust and pursuant Intercreditor Agreement and the other Security Documents, and to a Control Agreement (make further distributions of such funds to the extent requested)Holders and (as applicable) the other secured parties according to the provisions of this Indenture, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) Trust and Intercreditor Agreement and the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Security Documents. (b) The balance Issuers shall establish within 15 Business Days after the date hereof or, to the extent in existence prior to the date hereof, maintain the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be under the sole control of the Collateral Trustee. Subject to Section 4.10(b), all Net Proceeds from time to time Asset Sales in respect of Collateral, in an aggregate amount in excess of $25.0 million, including earnings, revenues, rents, issues, profits and income therefrom and interest earned thereon, shall be deposited in the Collateral Account and thereafter shall constitute part be held, applied and/or disbursed by the Collateral Trustee in accordance with the terms of this Indenture (including, without limitation, at the direction of the Issuers to make any application or disbursement required or permitted by Section 3.09, Section 4.10, Section 6.10 or Section 10.08(a) hereof). The Trustee and/or the Collateral Trustee, as applicable, shall receive an Officer’s Certificate in connection with any and all deposits to be made into the Collateral Accounts under this Indenture or the Security Documents to the effect that such deposit represents the Net Proceeds from the Asset Sale or Asset Sales summarized therein. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall not have occurred and be continuing, the Issuers may direct the applicable depositary institution to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute payment Cash Equivalents and that no Event of the Obligations until applied as hereinafter providedDefault shall have occurred and be continuing. So long as no Event of Default has shall have occurred and is continuing or will result therefrombe continuing, the Collateral Agent shall, within one Business Day’s of receiving a request of Issuers may direct the applicable Credit Party for release depositary institution to sell, liquidate or cause the redemption of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Accountany such investments, remit such cash proceeds on deposit in the Collateral Account direction to or upon the order certify that no Event of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit Default shall have been terminated occurred and all be continuing. Any gain or income on any investment of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time credited to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Account. The Collateral Trustee shall determine, which Cash Equivalents shall be held have no liability for any loss incurred in the name and be under the control of the Collateral Agent (connection with any investment or any sub-agent); provided that at any time after sale, liquidation or redemption thereof made in accordance with the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision provisions of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”Section 10.08(c).

Collateral Account. (aA) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, established with the Administrative Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of the Collateral required to be delivered to the Administrative Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement, any other Security Document or the Credit Agreement. Any income received by the Administrative Agent with respect to the balance from time to time standing to the credit of the Collateral (Account, including pursuant to any disposition thereof) interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Administrative Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) The Company shall instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of such Accounts either (i) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (ii) to one or more other banks in any state (other than Louisiana) in the United States (each a "Lockbox Bank") (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such Lockbox Bank) for deposit into an account in the name and under the control of such Lockbox Bank (a "Lockbox Account") under a Lockbox Letter substantially in the form of Exhibit G hereto duly executed by the Company and such Lockbox Bank or under other arrangements, in form and substance satisfactory to the Administrative Agent, pursuant to which the Company shall have irrevocably instructed such Lockbox Bank (and such Lockbox Bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account or as the Administrative Agent may otherwise instruct such Lockbox Bank; provided that on or prior to the 60th day after the Closing Date, account debtors and other Persons obligated in respect of such Accounts shall be permitted to make all payments in respect of such Accounts to one or more other banks for deposit in an account in the name and control of Hercules Incorporated, such payments to be remitted by Hercules Incorporated to the Company. So long as no Unless and until an Event of Default has shall have occurred and is continuing or will result therefrombe continuing, the Administrative Agent shall instruct such Lockbox Bank to remit such proceeds to the Company or as the Company may otherwise so instruct such Lockbox Bank. All such payments made to the Administrative Agent shall be deposited in the Collateral Account. In addition to the foregoing, the Company agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Company shall as promptly as possible deposit such proceeds into a Lockbox Account. Until so deposited, all such proceeds shall be held in trust by the Company for and as the property of the Administrative Agent and the Secured Parties and shall not be commingled with any other funds or property of the Company. (C) The balance from time to time standing to the credit of the Collateral Account shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting except (i) Net Cash Proceeds from upon the Collateral Accountoccurrence and continuation of an Event of Default or (ii) as provided by Section 3.02(b)(i)(2) of the Credit Agreement, remit such be distributed to the Company upon the order of the Company. If immediately available cash proceeds on deposit in the Collateral Account is not sufficient to or upon make any distribution to the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit Company referred to in the Collateral Accountprevious sentence of this Section 5(C), so long the Administrative Agent shall liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such Credit Party distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fulltaken place. At any time following Upon the occurrence and during the continuance continuation of an Event of Default, the Collateral Administrative Agent may (andshall, if so instructed by the Required Lenders as specified hereinMajority Lenders, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein9. (cD) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Company shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Administrative Agent, provided that at any time after the occurrence and during the continuance of that, if an Event of DefaultDefault has occurred and is continuing, the Collateral Administrative Agent may (andshall, if instructed by the Required Lenders as specified hereinMajority Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof.9. For this purpose, (i) each Liquid Investment shall mature within 30 days after it is acquired by the Administrative Agent and (ii) in order to provide the Administrative Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either: (di) Amounts deposited into evidenced by negotiable certificates or instruments, or if non-negotiable then issued in the Collateral Account as cover for liabilities name of the Administrative Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Administrative Agent or an agent thereof (which shall not be the Company or any of its Affiliates) in respect the State of Letters of Credit under any provision of this Agreement requiring such cover shall be held New York; or (ii) in book-entry form and issued by the Collateral Agent United States and subject to pledge under applicable state law and Treasury regulations and as to which (in a separate sub-account designated as the “LC Sub-Account” (opinion of counsel to the “LC Sub-Account”)Administrative Agent) appropriate measures shall have been taken for perfection of the Security Interests.

Collateral Account. (a) The Collateral Agent is hereby authorized to BAM or one or more Affiliates of BAM shall establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the "Collateral Account"). The Rights Agent shall requisition the BIP Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Agent and pursuant to a Control Agreement (Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the extent requested)contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a restricted deposit account designated “Collateral Account”. Each Credit Party result of an adjustment to the Conversion Factor or an increase in the BIP Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account from time to time either (i) a number of BIP Units or BIP Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the cash proceeds Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BIP Unit Convertibles if necessary to satisfy any Class A Shareholder's Secondary Exchange Right in accordance with this Agreement, and any delivery of a BIP Units Amount pursuant to this Agreement shall be made in the form of BIP Units and not, for the avoidance of doubt, in the form of BIP Unit Convertibles. To the extent that conversion or redemption of a BIP Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral (Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including pursuant to any disposition thereof) as a result of an adjustment to the extent contemplated herein Conversion Factor or an increase in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan DocumentsBIP Unit Value. (b) The balance from time Prior to time in or substantially concurrently with the issuance of any Class A Shares by the Company, BAM shall, or cause an Affiliate of BAM to, deposit BIP Units or BIP Unit Convertibles into the Collateral Account such that, after taking into account the number of BIP Units issued or issuable upon conversion or redemption of such BIP Unit Convertibles, the number of BIP Units deposited into the Collateral Account shall constitute part be equal to the product of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. The Rights Agent shall have no duty or obligation to calculate the Conversion Factor, to determine the number of Class A Shares issued, or to determine the number of BIP Units or BIP Unit Convertibles necessary to equal the product of (i) the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. (c) Except as set forth in this Section 8(c), BAM and its Affiliates shall not be entitled to withdraw any BIP Unit or BIP Unit Convertible from the Collateral Account. (i) In the event that the Collateral Account Balance shall exceed the Required Collateral Account Balance, remit either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or an Affiliate of BAM shall be entitled to withdraw (pursuant to a written instruction from BAM to the Rights Agent) from the Collateral Account a number of BIP Units, or BIP Unit Convertibles that are convertible into or redeemable for a number of BIP Units, up to an amount equal to (i) the Collateral Account Balance minus (ii) the Required Collateral Account Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(c)(i) without liability or further inquiry. (ii) BAM, or any Affiliate of BAM, shall be permitted to withdraw from the Collateral Account a BIP Unit, or the number of BIP Unit Convertibles that are convertible into or redeemable for a BIP Unit, upon the deposit by BAM or any Affiliate of BAM of the BIP Unit Release Price with respect to such BIP Unit, or the number of BIP Unit Convertibles that are convertible into or redeemable for such BIP Unit, in the Collateral Account. (d) If at any time the Collateral Account Cash Balance shall be less than the Required Collateral Account Cash Balance, BAM shall, or shall cause its Affiliates to, within two Business Days, deposit cash proceeds on or Cash Equivalents (pursuant to a written instruction from BAM to the Rights Agent and as selected by BAM) in an amount necessary to cause the Collateral Account Cash Balance to be at least equal to the Required Collateral Account Cash Balance. (e) Except as set forth in this Section 8(e), BAM and its Affiliates shall not be entitled to withdraw any cash or Cash Equivalents from the Collateral Account. (i) If at any time the Collateral Account Cash Balance shall be greater than one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or its Affiliates shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents in an amount not to exceed the excess of (i) the Collateral Account Cash Balance minus (ii) one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(e)(i) without liability or further inquiry. (ii) Upon the deposit in the Collateral Account of a number of BIP Units, or of BIP Unit Convertibles that are convertible into or redeemable for such number of BIP Units, BAM, or an Affiliate of BAM, shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents from the Collateral Account in an amount equal to the aggregate BIP Unit Value of such number of BIP Units, or of the number of BIP Units issuable upon the order conversion or redemption of such Credit PartyBIP Unit Convertibles, as applicable. (f) For the avoidance of doubt, BAM, or its applicable Affiliates, shall remain the beneficial owner of any BIP Units or BIP Unit Convertibles deposited by BAM or such Affiliates into the Collateral Account for so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale BIP Units or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit BIP Unit Convertibles remain in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and hold all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence rights, powers, privileges and during the continuance of an Event of Defaultpreferences appurtenant to such BIP Units or BIP Unit Convertibles, including, without limitation, the Collateral Agent may (and, if instructed by right to distributions on such BIP Units or BIP Unit Convertibles. In the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of event that the Collateral Account consists of more than one account and (i) the Rights Agent has not received written instructions from BAM as to which account to use for any specific transaction described in this Section 8 or (ii) there shall not be an amount within the payment account designated by BAM to satisfy any applicable BIP Units Amount or Cash Amount to be delivered pursuant to this Agreement, in such cases the Rights Agent shall follow an order of account priority, to be provided in writing by BAM upon the establishment each new account, when determining which account to use for any of the Obligations transactions described in this Section 8. BAM also covenants and agrees that it will take all action within its control to ensure that any transfer agent of the manner specified BIP Unit certificates and Class A Shares will comply with the Rights Agent's instructions in Section 9.03 hereof, subject, however, in carrying out the case purposes of amounts deposited in this Agreement. BAM shall provide the LC Sub-Account, to Rights Agent with all necessary information and contact details for each transfer agent for the provisions of Sections 2.18(j) BIP Unit certificates and 9.03Class A Shares. The Credit Parties Rights Agent shall have no right liability for the failure of any transfer agent to withdrawfacilitate or effect any transfers contemplated hereby, or for any delay in doing so, or for the failure of BAM of its obligations under this Section 8(f). Prior to any transfer or otherwise receive contemplated by this Agreement, BAM shall instruct the transfer agents for any funds deposited BIP Unit certificates and Class A Shares to follow the instructions of the Rights Agent in the Collateral Account except to the extent specifically provided connection with any exchange of Class A Shares for BIP Units as set forth herein. (cg) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance In connection with any transfer by BAM of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (BIP Units or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited BIP Unit Convertibles into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of required by this Agreement requiring which are held through DTC or another Depositary, BAM shall deliver to the Rights Agent such cover shall be held by BIP Units or BIP Unit Convertibles to the Collateral Agent in a separate sub-account designated as Account pursuant to DTC's or such other Depositary's Applicable Procedures. In connection with any transfer by BAM of BIP Units or BIP Unit Convertibles into the “LC Sub-Collateral Account required by this Agreement which are not held through DTC or another Depositary, BAM shall take all necessary action to cause such BIP Units or BIP Unit Convertibles to be delivered to the Collateral Account” (the “LC Sub-Account”).

Collateral Account. The Borrowers hereby agree that (ai) The upon the payment in full of the Loans and the termination of the Commitments, (ii) if any Event of Default shall occur and be continuing, (iii) upon the termination of the Availability Period whether or not an Event of Default shall have occurred, or (iv) on the Business Day that Lufkin receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans shall have been accelerated, Lenders with LC Exposures representing not less than 25% of the total LC Exposure) demanding the deposit of Cash Collateral Agent is hereby authorized pursuant to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxany provision of this Agreement, Xxxxxxxx, Xxxxxxxxxxx 00000the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Collateral Administrative Agent and pursuant for the benefit of the Lenders and the Issuing Bank, Cash Collateral in an amount equal to a Control not less than 105% of the total LC Exposure as of such date; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to either Borrower described in clause (h) or (i) of Section 7.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations of the Borrowers and the other Loan Parties under this Agreement (and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for the purposes expressly provided in this Section 7.02, over such account. Other than any interest earned on the investment of such deposits, such investments shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements and fees for which it has not been reimbursed and, to the extent requested)not so applied, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into be held for the Collateral Account from time to time (i) the cash proceeds of any satisfaction of the Collateral (including pursuant to any disposition thereof) to reimbursement obligations of Lufkin for the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the total LC Sub-Account Exposure at such time as all Letters of Credit shall have been terminated and all or, if the maturity of the liabilities in respect Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the Letters total LC Exposure), be applied to satisfy the payment of Credit have been paid in fullother obligations of the Borrower under this Agreement. At any time following If the Borrowers are required to provide an amount of Cash Collateral hereunder solely as a result of the occurrence and during the continuance of an Event of Default, such amount (to the Collateral extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived, free of any Lien or other interest in favor of the Administrative Agent, any Lender or the Issuing Bank. The rights of the Administrative Agent and the Lenders under this Section 7.02 may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance exercised from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents at all such times as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent conditions precedent thereto may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofexist. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Parent may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in any other Loan DocumentSections 2.10, 3.02(d) and (iii) any cash such 10 of the Credit Party Agreement, it is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Parent as the Parent shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) ), in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Parent agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Parent shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Parent for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofParent. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its collateral agent in respect of the Collateral Account and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (b) On or prior to the Initial Funding Date, the Administrative Agent shall establish the Collateral Account. The Collateral Account and all funds and other property therein shall be held in accordance with this Agreement by the Administrative Agent, until released or applied in accordance with the terms hereof. (c) The Borrower, as security for the full, prompt and complete payment and performance when due (whether at stated maturity or otherwise by operation of Section 2.10 hereunder, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges and hypothecates to the Administrative Agent is hereby authorized for the benefit of the Lenders, and grants to establish the Administrative Agent for the benefit of the Lenders a lien on and maintain at security interest in, all of its office at 000 Xxxxxxxxxx Xxxxxxxxxright, Xxxxxxxxtitle and interest in, Xxxxxxxxxxx 00000to and under all funds, cash and any cash equivalents from time to time on deposit or held in the Collateral Account and all proceeds thereof. (d) The parties hereto and the Administrative Agent agree: (i) that all items of taxable income or gain realized on the Collateral Account shall be reported as taxable income or gain of the Borrower; (ii) that the Administrative Agent shall issue an IRS Form 1099 (or any successor form) relating to such taxable income or gain to and in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, Borrower; and (iii) that the Borrower shall promptly deliver such certificates and other documents as required by applicable regulation and as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, a completed, executed Form W-9. The Borrower understands that the failure to provide properly completed applicable withholding tax forms may cause the Administrative Agent to become obligated to withhold a portion of any cash such Credit Party is required to pledge as additional collateral security hereunder distributions of the Collateral Account pursuant to applicable provisions of the Loan DocumentsCode. The Administrative Agent shall be responsible only for income reporting to the Internal Revenue Service with respect to income earned on the Collateral Account. The Administrative Agent shall have no other duties or responsibilities with respect to administering tax withholding, payments or reporting for persons receiving distributions pursuant to this Agreement. Notwithstanding the foregoing, the Administrative Agent may report and withhold any taxes as it determines may be required by any law or regulation in effect at the time of the distribution. (be) The balance from time It is understood and agreed that the Administrative Agent shall have no obligation to time invest any of the funds in the Collateral Account, provided that all interest and other amounts earned on the deposits shall be deposited in the Collateral Account shall constitute part and only be released and applied in accordance with the terms hereof (including Sections 2.10(c) and 4.03). (f) On the Transaction Closing Date, subject only to the satisfaction of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefromconditions specified in Section 4.03 hereof, the Collateral Lenders hereby authorize Administrative Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for to release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit all funds in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth Borrower for uses specified in Section 9.025.08(a); provided however, (ii) Net Cash Proceeds from any sale if the Transaction Closing Date does not occur on or other disposition of Collateral from prior to the Collateral AccountEarly Commitment Termination Date, remit the Borrower irrevocably instructs the Administrative Agent to apply such cash proceeds on deposit funds in the Collateral Account, so long as such Credit Party has satisfied Account for the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment prepayment of the Obligations in the manner specified in accordance with Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”2.10(c).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at the Funding and Payment Office or the office of its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, designee as a blocked account in the name of Borrower or in such name as Secured Party may so designate and under the Collateral Agent sole dominion and pursuant to a Control Agreement (to the extent requested)control of Secured Party, a restricted deposit account designated “as "Integrated Defense Technologies, Inc. Collateral Account”". Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Lenders, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or or, except as expressly set forth herein, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit 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 Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 the occurrence and during the continuance initiating a transfer of an Event of Default, funds to the Collateral Agent) Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Collateral Account shall determine, which Cash Equivalents not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the name Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and be under the control terms. Subject to Secured Party's rights hereunder, any interest earned on deposits of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) cash in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be deposited directly in, and held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, or the office of its designee as a blocked account in the name of Borrower or in such name as Secured Party may so designate and under the Collateral Agent sole dominion and pursuant to a Control Agreement (to the extent requested)control of Secured Party, a restricted deposit account designated as “Isle of Capri Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Lenders, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or or, except as expressly set forth herein, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit 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 Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 the occurrence and during the continuance initiating a transfer of an Event of Default, funds to the Collateral Agent) Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Collateral Account shall determine, which Cash Equivalents not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the name Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and be under the control terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) cash in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be deposited directly in, and held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to BAM or one or more Affiliates of BAM shall establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Collateral Rights Agent and pursuant to a Control Agreement (to together, the extent requested), a restricted deposit account designated “Collateral Account”). Each Credit Party The Rights Agent shall requisition the BEP Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BEP Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account from time to time either (i) a number of BEP Units or BEP Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the cash proceeds Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BEP Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BEP Units Amount pursuant to this Agreement shall be made in the form of BEP Units and not, for the avoidance of doubt, in the form of BEP Unit Convertibles. To the extent that conversion or redemption of a BEP Unit Convertible results in the imposition of any fees, payments, premiums Table of Contents or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral (Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including pursuant to any disposition thereof) as a result of an adjustment to the extent contemplated herein Conversion Factor or an increase in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan DocumentsBEP Unit Value. (b) The balance from time Prior to time in or substantially concurrently with the issuance of any Class A Shares by the Company, BAM shall, or cause an Affiliate of BAM to, deposit BEP Units or BEP Unit Convertibles into the Collateral Account such that, after taking into account the number of BEP Units issued or issuable upon conversion or redemption of such BEP Unit Convertibles, the number of BEP Units deposited into the Collateral Account shall constitute part be equal to the product of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. The Rights Agent shall have no duty or obligation to calculate the Conversion Factor, to determine the number of Class A Shares issued, or to determine the number of BEP Units or BEP Unit Convertibles necessary to equal the product of (i) the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. (c) Except as set forth in this Section 8(c), BAM and its Affiliates shall not be entitled to withdraw any BEP Unit or BEP Unit Convertible from the Collateral Account. (i) In the event that the Collateral Account Balance shall exceed the Required Collateral Account Balance, remit either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or an Affiliate of BAM shall be entitled to withdraw (pursuant to a written instruction from BAM to the Rights Agent) from the Collateral Account a number of BEP Units, or BEP Unit Convertibles that are convertible into or redeemable for a number of BEP Units, up to an amount equal to (i) the Collateral Account Balance minus (ii) the Required Collateral Account Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(c)(i) without liability or further inquiry. (ii) BAM, or any Affiliate of BAM, shall be permitted to withdraw from the Collateral Account a BEP Unit, or the number of BEP Unit Convertibles that are convertible into or redeemable for a BEP Unit, upon the deposit by BAM or any Affiliate of BAM of the BEP Unit Release Price with respect to such BEP Unit, or the number of BEP Unit Convertibles that are convertible into or redeemable for such BEP Unit, in the Collateral Account. (d) If at any time the Collateral Account Cash Balance shall be less than the Required Collateral Account Cash Balance, BAM shall, or shall cause its Affiliates to, within two Business Days, deposit cash proceeds on or Cash Equivalents (pursuant to a written instruction from BAM to the Rights Agent and as selected by BAM) in an amount necessary to cause the Collateral Account Cash Balance to be at least equal to the Required Collateral Account Cash Balance. Table of Contents (e) Except as set forth in this Section 8(e), BAM and its Affiliates shall not be entitled to withdraw any cash or Cash Equivalents from the Collateral Account. (i) If at any time the Collateral Account Cash Balance shall be greater than one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or its Affiliates shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents in an amount not to exceed the excess of (i) the Collateral Account Cash Balance minus (ii) one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(e)(i) without liability or further inquiry. (ii) Upon the deposit in the Collateral Account of a number of BEP Units, or of BEP Unit Convertibles that are convertible into or redeemable for such number of BEP Units, BAM, or an Affiliate of BAM, shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents from the Collateral Account in an amount equal to the aggregate BEP Unit Value of such number of BEP Units, or of the number of BEP Units issuable upon the order conversion or redemption of such Credit PartyBEP Unit Convertibles, as applicable. (f) For the avoidance of doubt, BAM, or its applicable Affiliates, shall remain the beneficial owner of any BEP Units or BEP Unit Convertibles deposited by BAM or such Affiliates into the Collateral Account for so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale BEP Units or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit BEP Unit Convertibles remain in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and hold all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence rights, powers, privileges and during the continuance of an Event of Defaultpreferences appurtenant to such BEP Units or BEP Unit Convertibles, including, without limitation, the Collateral Agent may (and, if instructed by right to distributions on such BEP Units or BEP Unit Convertibles. In the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of event that the Collateral Account consists of more than one account and (i) the Rights Agent has not received written instructions from BAM as to which account to use for any specific transaction described in this Section 8 or (ii) there shall not be an amount within the payment account designated by BAM to satisfy any applicable BEP Units Amount or Cash Amount to be delivered pursuant to this Agreement, in such cases the Rights Agent shall follow an order of account priority, to be provided in writing by BAM upon the establishment each new account, when determining which account to use for any of the Obligations transactions described in this Section 8. BAM also covenants and agrees that it will take all action within its control to ensure that any transfer agent of the manner specified BEP Unit certificates and Class A Shares will comply with the Rights Agent’s instructions in Section 9.03 hereof, subject, however, in carrying out the case purposes of amounts deposited in this Agreement. BAM shall provide the LC Sub-Account, to Rights Agent with all necessary information and contact details for each transfer agent for the provisions of Sections 2.18(j) BEP Unit certificates and 9.03Class A Shares. The Credit Parties Rights Agent shall have no right liability for the failure of any transfer agent to withdrawfacilitate or effect any transfers contemplated hereby, or for any delay in doing so, or for the failure of BAM of its obligations under this Section 8(f). Prior to any transfer or otherwise receive contemplated by this Agreement, BAM shall instruct the transfer agents for any funds deposited BEP Unit certificates and Class A Shares to follow the instructions of the Rights Agent in the Collateral Account except to the extent specifically provided connection with any exchange of Class A Shares for BEP Units as set forth herein. (cg) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance In connection with any transfer by BAM of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (BEP Units or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited BEP Unit Convertibles into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of required by this Agreement requiring which are held through DTC Table of Contents or another Depositary, BAM shall deliver to the Rights Agent such cover shall be held by BEP Units or BEP Unit Convertibles to the Collateral Agent in a separate sub-account designated as Account pursuant to DTC’s or such other Depositary’s Applicable Procedures. In connection with any transfer by BAM of BEP Units or BEP Unit Convertibles into the “LC Sub-Collateral Account required by this Agreement which are not held through DTC or another Depositary, BAM shall take all necessary action to cause such BEP Units or BEP Unit Convertibles to be delivered to the Collateral Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “Quidel Corporation Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit 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 Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 occurrence Collateral Account, give notice to Secured Party by telefacsimile or E-mail (if and during when confirmed by telephone) of the continuance date, amount and method of an Event delivery of Defaultsuch deposit. Cash held by Secured Party in the Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral AgentAccount. (b) In the event that Borrower is required to Cash Collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Article VIII of the Credit Agreement, in which case the provisions of Section 15(c) of this Agreement shall determineapply, which subject to the provisions of the Credit Agreement, such Cash Equivalents Collateral shall be held retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the name and be under the control of Collateral Account or otherwise. Secured Party is authorized to apply any amount in the Collateral Agent (or Account to pay any sub-agent); provided that at any time after drawing on a Letter of Credit. Subject to the occurrence provisions of Section 15(c) of this Agreement and during the continuance of an Event of Default, the Collateral Agent may (andCredit Agreement, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause Collateral is no longer required to be applied the proceeds thereof to the payment of the Obligations retained in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Borrower or at Borrower’s direction.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (Subject to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into exercise by Fidelity of its rights and remedies under the Collateral Account from time Fidelity Agreement referred to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefromSection 20 hereof, the Collateral Agent shallPledgor will, within one Business Day’s of receiving a upon the request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion Lender at any time and from time to time elect both prior to liquidate any such Cash Equivalents and to apply after the occurrence of an Event of Default hereunder, deposit or cause to be applied deposited to a bank account designated by the proceeds thereof to Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of the Obligations Accounts, and the cash proceeds of any returned goods, the sale or lease of which gave rise to an Account and, when permitted by the paying companies (including without limitation, Medicaid and Mutual of Omaha Medicare payment [EDS-Title XVIII]) all such payments therefrom (all of the foregoing herein collectively referred to as "Items of Payment"). The Pledgor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the manner specified in Section 9.03 hereofform received, except for the endorsement of the Pledgor where necessary to permit the collection of the Items of Payment, which endorsement the Pledgor hereby agrees to make. Pending such deposit, the Pledgor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart. The Lender may at any time and from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Pledgor's Liabilities. (db) Amounts So long as Lender, in its discretion, so desires, Pledgor shall establish and maintain a blocked account in Lender's name with a bank satisfactory to Lender (the "Collecting Bank") to which Pledgor will immediately deposit all payments from account debtors in the identical form in which such payment was made, whether by cash or check. (c) The Collecting Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such blocked account are the sole and exclusive property of the Lender, that the Collecting Bank has no right of set off against such blocked account, and that the Collecting Bank will wire or otherwise transfer in immediately available funds, in a manner satisfactory to Lender, funds deposited into in such blocked account to Lender on a daily basis as soon as such funds are collected. Pledgor hereby agrees that all payments made to such blocked account or otherwise received by Lender, whether on Accounts or as proceeds of the Collateral Account or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Obligations. With respect to any payment relating to or proceeds of any Accounts or the Collateral which come into its possession or under its control, Pledgor and any affiliates, subsidiaries, shareholders, directors, officers, employees, agents or persons acting for or in concert with Pledgor shall receive any such item, as cover trustee for liabilities Lender, as sole and exclusive property of Lender, and immediately upon receipt thereof, Pledgor shall remit the same or cause the same to be remitted in respect kind, to Lender, at Lender's address set forth herein. Pledgor agrees to pay to Lender any and all fees, costs, expenses which Lender incurs in connection with obtaining and maintaining the blocked account and depositing for collection by Lender any check or item of Letters of Credit under payment received or delivered to the Collecting Bank or the Lender, and Pledgor further agrees to reimburse, indemnify and hold harmless Lender from any provision of this Agreement requiring such cover shall be held claims asserted by the Collateral Agent Collecting Bank in a separate sub-connection with the blocked account designated or any returned or uncollected checks received by the Collecting Bank as proceeds of the “LC Sub-Account” (the “LC Sub-Account”)Collateral.

Collateral Account. (a) The Borrower shall at all times maintain Eligible Collateral in Collateral Accounts with a Collateral Value of not less than the Required Amount. If at any time the Required Amount shall exceed (the amount of such excess, the “Collateral Shortfall”) the Collateral Value for three (3) consecutive Business Days, the Administrative Agent is hereby authorized to establish shall provide the Borrower notice, by telephone or in writing, of such Collateral Shortfall and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name it shall be a Default unless within three (3) Business Days of the Borrower’s receipt of such notice, no Collateral Agent and pursuant to Shortfall exists as a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time result of (i) the cash proceeds of any of a change in the Collateral (including pursuant Value due to any disposition thereof) to the extent contemplated herein or in any other Loan Document, market fluctuations and/or (ii) a deposit by the cash proceeds Borrower of any Casualty Event with respect to additional Eligible Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documentsa Collateral Account. (b) The balance from time to time Eligible Collateral held in the a Collateral Account (other than the UK Collateral Account) shall constitute part be invested (i) so long as no Default has occurred, at the direction of the Borrower, provided that all such Eligible Collateral must be reasonably acceptable to the Administrative Agent and shall not constitute payment otherwise permitted by this Agreement, and (ii) following the occurrence and continuation of a Default, at the direction of the Obligations until applied as hereinafter providedAdministrative Agent. All income from such Eligible Collateral shall be retained in a Collateral Account and added to the Collateral. (c) So long as no Event of Default has occurred and is continuing or will result therefromcontinuing, if at any time the Obligations become due and payable hereunder, the Collateral Agent shall, within one Business Day’s of receiving Borrower may request that funds in a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account be applied to or upon the order of such Credit Partyamount which is due and payable, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) including with respect to any Reimbursement Obligations and the LC Sub-Account at Administrative Agent shall apply such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may funds (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited the UK Collateral Account) or consent to such release (in the LC Sub-case of any other Collateral Account) provided, in each case, after giving effect to such application the Borrower is in compliance with Section 2.10(a); provided, however, the Administrative Agent shall have the right, upon five (5) days’ prior notice to the Borrower, to apply all or any part of the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited Eligible Collateral held in the a Collateral Account except to for the extent specifically provided herein. amount which is due and payable unless the Borrower shall object in writing and otherwise pay the amount due and payable within such five (c5) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after day period. Upon the occurrence and during the continuance continuation of an Event of a Default, the Administrative Agent may apply (without prior notice to the Borrower) all or any part of the Eligible Collateral Agent) shall determine, which Cash Equivalents shall be held in the name a Collateral Account pursuant to and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in accordance with Section 9.03 hereof8.4. (d) Amounts deposited into So long as no Default or Unmatured Default under Section 7.2 has occurred, at any time the Collateral Account as cover for liabilities in respect Value exceeds (the amount of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as excess, the “LC Sub-Collateral Excess”) the Required Amount, the Borrower can request to the release of such Collateral Excess and the Administrative Agent shall release such funds from the UK Collateral or consent to such release with respect to any other Collateral Account” (; provided, however, upon the “LC Sub-Account”)occurrence and continuation of a Default, the Administrative Agent shall have no obligation to release or consent to any such release and shall have sole control over any such Collateral Excess, including the application of such amount pursuant to and in accordance with Section 8.4.

Collateral Account. (a) The Collateral Agent is As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby authorized pledges and grants to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxthe Agent, Xxxxxxxx, Xxxxxxxxxxx 00000, in for the name ratable benefit of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Lenders as provided herein, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time (i) the cash proceeds of any of in the Collateral Account (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, investments and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) reinvestments therein provided for below). The balance balances from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Letter of Credit Liabilities until applied by the Agent as hereinafter providedprovided herein. So long as no Event of Default has occurred and is continuing or will result therefromAnything in this Agreement to the contrary notwithstanding, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds held in the Collateral Account shall be subject to or upon the order of such Credit Party, so long withdrawal only as such Credit Party has satisfied the conditions relating thereto set forth provided in this Section and in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein2.13. (cb) Amounts on deposit in the Collateral Account shall be invested from time to time and reinvested by the Agent in such Cash Equivalents as the applicable Credit Party (or, after the occurrence Agent shall determine in its sole discretion. All such investments and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (or any sub-agent); provided that at any time after the occurrence and during the continuance of c) If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may (andRequisite Lenders may, if instructed by the Required Lenders as specified hereinin their discretion, shall) in its (or their) discretion at any time and from time to time elect time, instruct the Agent to liquidate any such Cash Equivalents investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the proceeds thereof Collateral Account for the ratable benefit of the Lenders to the payment of any of the Obligations in the manner specified in Section 9.03 hereofLetter of Credit Liabilities due and payable. (d) Amounts deposited into If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as cover for liabilities in respect exceed the aggregate amount of Letters Letter of Credit under any provision Liabilities at such time. (e) The Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Account and investments and reinvestments of funds therein.

Collateral Account. (a) The In accordance with this Agreement and the Account Control Agreement, the Collateral Agent has established at the Custodian a single, segregated securities account held in trust and titled the “TCW DL VIII Financing LLC Collateral Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collateral Account”, which shall be maintained by the Borrower with the Custodian in accordance with this Agreement and the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. All Collateral Obligations shall be credited to the Collateral Account; provided, however, (i) it is hereby authorized expressly acknowledged that (A) interests in bank loans (collectively “Loan Assets” and each a “Loan Asset”) may be acquired by the Borrower from time to establish time which are not evidenced by, or accompanied by delivery of, a Security (as defined in Section 8-102(15) of the UCC) or an Instrument (as defined in Section 9-102(47) of the UCC), and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxmay be evidenced solely by delivery to the Custodian of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) evidencing the assignment of such Loan Assets from the Fund or any third party owner thereof to the Borrower and from the Borrower in blank, Xxxxxxxx, Xxxxxxxxxxx 00000, and (B) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Collateral Agent Custodian, and pursuant (ii) nothing herein shall require the Custodian to a Control Agreement (credit to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time or to time treat as a financial asset (iwithin the meaning of Section 8-102(a)(9) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iiiUCC) any cash such Credit Party is required Loan Asset or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) “maintain” a sufficient quantity thereof. The balance only permitted withdrawals from time to time in the Collateral Account shall constitute part be in accordance with the provisions of this Agreement. The Collateral Agent agrees to give the Borrower and the Collateral Manager prompt notice if (to the actual knowledge of a Responsible Officer of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (iAgent) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale assets or other disposition of Collateral from the Collateral Account, remit such cash proceeds securities on deposit in the Collateral Accounttherein, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding otherwise to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, shall become subject to the provisions any writ, order, judgment, warrant of Sections 2.18(j) and 9.03attachment, execution or similar process. The Credit Parties Borrower shall not have no right to withdrawany legal, transfer equitable or otherwise receive any funds deposited beneficial interest in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit other than in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultaccordance with this Agreement, the Collateral Agent) shall determine, which Cash Equivalents shall be held in other Facility Documents and the name and be under the control Priority of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofPayments. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Agent, a restricted deposit account designated “Ply Gem Industries, Inc. U.S. Collateral Account”. .” Each Credit U.S. Loan Party shall deposit into the U.S. Collateral Account from time to time (i) the cash proceeds of any of the U.S. Security Agreement Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral U.S. Security Agreement Collateral, to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit U.S. Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. The Collateral Agent is hereby authorized to establish and maintain at its office at 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent, a restricted deposit account designated “CWD Windows and Doors, Inc. Canadian Collateral Account.” Each Canadian Loan Party shall deposit into the Canadian Collateral Account from time to time (i) the cash proceeds of any of the Canadian Security Agreement Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Canadian Security Agreement Collateral, to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Canadian Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the either Collateral Account shall constitute part of the relevant Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, shall within one two Business Day’s Days of receiving a request of the applicable Credit Loan Party for release of cash proceeds constituting (i) from the Collateral Account constituting Net Cash Proceeds from the Collateral Account, relating to any Casualty Event or Asset Sale remit such cash proceeds on deposit in the either Collateral Account to or upon the order of such Credit Loan Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iiiii) with respect to the LC Sub-Account, remit such Net Cash Proceeds on deposit in the LC Sub-Account to or upon the order of such U.S. Loan Party (x) at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullfull or (y) otherwise in accordance with Section 2.18(i). At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the either Collateral Account to the payment of the applicable Obligations in the manner specified in Section 9.03 hereof, hereof subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j2.18(i) and 9.03. The Credit Loan Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the either Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the either Collateral Account shall be invested and reinvested from time to time in Cash Equivalents as the applicable Credit Loan Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determinedetermine by written instruction to the Collateral Agent, or if no such instructions are given, then as the Collateral Agent, in its sole discretion, shall determine which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the applicable Obligations in the manner specified in Section 9.03 hereofhereof subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Section 2.18(i). (d) Amounts deposited into the U.S. Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”) and, subject to Section 2.18(i), all amounts held in the LC Sub-Account shall constitute collateral security to be applied in accordance with Section 2.18(i). (e) Earnings on the amounts deposited in any Collateral Account shall be for the account of the applicable Loan Party and absent any Default will be released to the applicable Borrower upon its request.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (Subject to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into exercise by Fidelity of its rights and remedies under the Collateral Account from time Fidelity Agreement referred to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefromSection 20 hereof, the Collateral Agent shallPledgor will, within one Business Day’s of receiving a upon the request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion Lender at any time and from time to time elect both prior to liquidate any such Cash Equivalents and to apply after the occurrence of an Event of Default hereunder, deposit or cause to be applied deposited to a bank account designated by the proceeds thereof to Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of the Obligations Accounts, and the cash proceeds of any returned goods, the sale or lease of which gave rise to an Account and, when permitted by the paying companies (including without limitation, Medicaid and Mutual of Omaha Medicare payment [EDS-Title XVIII]) all such payments therefrom (all of the foregoing herein collectively referred to as "Items of Payment"). The Pledgor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the manner specified in Section 9.03 hereofform received, except for the endorsement of the Pledgor where necessary to permit the collection of the Items of Payment, which endorsement the Pledgor hereby agrees to make. Pending such deposit, the Pledgor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart. The Lender may at any time and from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Pledgor's Liabilities. (db) Amounts So long as Lender, in its discretion, so desires, Pledgor shall establish and maintain a blocked account in Lender's name with a bank satisfactory to Lender (the "Collecting Bank") to which Pledgor will immediately deposit all payments from account debtors in the identical form in which such payment was made, whether by cash or check. (c) The Collecting Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such blocked account are the sole and exclusive property of the Lender, that the Collecting Bank has no right of set off against such blocked account, and that the Collecting Bank will wire or otherwise transfer in immediately available funds, in a manner satisfactory to Lender, funds deposited into in such blocked account to Lender on a daily basis as soon as such funds are collected. Pledgor hereby agrees that all payments made to such blocked account or otherwise received by Lender, whether on Accounts or as proceeds of the Collateral Account as cover for liabilities in or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Obligations. With respect to any payment relating to or proceeds of Letters of Credit under any provision of this Agreement requiring such cover shall be held by Accounts or the Collateral Agent which come into its possession or under its control, Pledgor and any affiliates, subsidiaries, shareholders, directors, officers, employees, agents or persons acting for or in a separate sub-account designated concert with Pledgor shall receive any such item, as trustee for Lender, as sole and exclusive property of Lender, and immediately upon receipt thereof, Pledgor shall remit the “LC Sub-Account” (same or cause the “LC Sub-Account”).same to be remitted in kind, to

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Borrower is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrower shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Borrower for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Borrower shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Borrower has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Borrower has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Borrower has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “"Collateral Account”". Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s 's of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “"LC Sub-Account” " (the “"LC SubSUB-Account”ACCOUNT").

Collateral Account. (a) The Collateral Agent is As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, the Borrower hereby authorized pledges and grants to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxthe Agent, Xxxxxxxx, Xxxxxxxxxxx 00000, in for the name benefit of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Lenders as provided herein, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time (i) the cash proceeds of any of in the Collateral Account (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, investments and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) reinvestments therein provided for below). The balance balances from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Letter of Credit Liabilities until applied by the Agent as hereinafter providedprovided herein. So long as no Event of Default has occurred and is continuing or will result therefromAnything in this Agreement to the contrary notwithstanding, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds held in the Collateral Account shall be subject to or upon the order of such Credit Party, so long withdrawal only as such Credit Party has satisfied the conditions relating thereto set forth provided in this Section and in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein2.11. (cb) Amounts on deposit in the Collateral Account shall be invested from time to time and reinvested by the Agent in such Cash Equivalents as the applicable Credit Party (or, after the occurrence Agent shall determine in its sole discretion. All such investments and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents reinvestments shall be held in the name of and be under the sole dominion and control of the Agent and all interest and other earnings in respect of such investments and reinvestments shall be deposited into the Collateral Agent Account until withdrawn as provided in this Section (including the immediately following subsection (d)), in Section 2.11. or in any other applicable provision of this Agreement or any sub-agent); provided other Credit Document. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that at which the Agent accords its own funds, it being understood that the Agent shall not have any time after responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the occurrence and during the continuance of Collateral Account. (c) If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may (and, if instructed by the Required Lenders as specified hereinRequisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the proceeds thereof Collateral Account to the payment of any of the Obligations in the manner specified in Section 9.03 hereofLetter of Credit Liabilities due and payable. (d) Amounts deposited into So long as no Default or Event of Default has occurred and is continuing, the Agent shall, from time to time, at the written request of the Borrower, deliver to the Borrower within 5 days of receipt of such request, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as cover for liabilities exceed the aggregate amount of Letter of Credit Liabilities at such time, including any interest and other earnings on investments in respect of the Collateral Account. When all of the Obligations shall have been paid in full and no Letters of Credit under remain outstanding, the Agent shall promptly deliver to the Borrower, against receipt but without any provision of this Agreement requiring such cover shall be held by recourse, warranty or representation whatsoever, the balances remaining in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The There is hereby established with the Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, a cash collateral account (the "Collateral Account") in the name and under the exclusive control of the Collateral Agent and into which there shall be deposited from time to time after the occurrence of an Acceleration Event the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to a Control Agreement (subsection 6(b) hereof or any other provision of this Agreement. Any income received by the Collateral Agent with respect to the extent requested), a restricted deposit account designated “balance from time to time standing to the credit of the Collateral Account”, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. Each Credit Party shall All cash amounts on deposit into in the Collateral Account from time to time (i) after the cash proceeds occurrence of an Acceleration Event, together with any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance Liquid Investments from time to time in made pursuant to subsection 6(d) hereof, shall at all times be within the exclusive possession, dominion and control of the Collateral Account Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (a) If so requested by the Required Lenders during the continuation of an Acceleration Event, the Borrower shall instruct all account debtors and other Persons obligated in respect of all Accounts then included in the Collateral to make all payments in respect of the Accounts either (i) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name of the Borrower (with a notation that proceeds held therein are held in trust for and subject to the Liens of the Secured Parties) and under the control of the Collateral Agent) or (ii) to one or more other banks in any state in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such bank) under a Lockbox Letter substantially in the form of Exhibit B hereto duly executed by the Borrower and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which the Borrower shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Collateral Account or as the Collateral Agent may otherwise instruct such bank. So long All such payments made to the Collateral Agent shall be deposited in the Collateral Account. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) are received by it at a time when the foregoing provisions of this Section 6(b) are in effect, the Borrower shall as no Event promptly as possible deposit such proceeds into the Collateral Account. Until so deposited into the Collateral Account, all such proceeds shall, during the continuation of Default has occurred an Acceleration Event, be held in trust by the Borrower for the Secured Parties and is continuing shall not be commingled with any other funds or will result therefromproperty of the Borrower. (b) Upon the occurrence and continuation of an Acceleration Event, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, if so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein12. (c) Amounts on deposit in the Collateral Account following the occurrence of an Acceleration Event, to the extent not applied in the manner specified in Section 12 pursuant to paragraph (c) above, shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Borrower shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by 12; and provided further that the Collateral Agent in a separate sub-account designated as shall, if so instructed by the “LC Sub-Account” (Required Lenders, liquidate any such Liquid Investments and release the “LC Sub-Account”).proceeds thereof to the Borrower. For

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Borrower is required to pay to Secured Party an amount (the “Aggregate Available Amount”) equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrower shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Borrower for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Borrower shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the “Maximum Available Amount”) to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Borrower has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Bank for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Borrower has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Borrower has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, established with the Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of the Collateral required to be delivered to the Agent pursuant to any provision of this Agreement. Any income received by the Agent with respect to the balance from time to time of the Collateral (Account, including pursuant to any disposition thereof) interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to paragraph (c) of this Section shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if so instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein6. (c) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Grantor shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that that, at any time after the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof.6. In order to provide the Agent, for the benefit of the Banks, with a perfected security interest therein, each Liquid Investment shall be either: (di) Amounts deposited into evidenced by negotiable certificates or instruments, or if non-negotiable then issued in the Collateral Account as cover for liabilities name of the Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Agent or an agent thereof (which shall not be the Grantor or any of its Affiliates) in respect the State of Letters of Credit under any provision of this Agreement requiring such cover shall be held Texas; or (ii) in book-entry form and issued by the Collateral Agent United States and subject to pledge under applicable state law and treasury regulations and as to which (in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).the

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx4 World Financial Center, Xxxxxxxx22nd Floor, Xxxxxxxxxxx 00000New York, NY 10080, Attention: Nxxxx Xxxxxxx, in the name of the Collateral Agent with a copy to Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, Four Times Square, Nxx Xxxx, XX 00000, Attention: Rxxxxx X. Xxxxx and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Collateral Account”. .” Each Credit Loan Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, and (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one two Business Day’s Days of receiving a request of the applicable Credit Loan Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Loan Party, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02, ; (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02 9.02; and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been indefeasibly paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof9.03, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j2.17(j) and 9.03. The Credit Loan Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Loan Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that that, at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof9.03. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following After the occurrence and during the continuance of an Event of any Default or Unmatured Default, the Collateral Agent may Borrower (anda) will, if instructed by upon the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit written request of the Collateral Account to the Bank, deposit all checks, drafts, cash remittances and other Proceeds in payment of Accounts in a special collateral account (“Collateral Account”) maintained with the Obligations Bank and thereafter keep segregated any such checks, drafts, cash remittances or other Proceeds in trust for the manner specified in Section 9.03 hereof, subject, however, in benefit of the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds Bank until deposited in the Collateral Account except with the Bank; (b) will, upon the written request of the Bank, note the security interest of the Bank on all records relative to the extent specifically provided herein. Collateral including, without limitation, any invoice which evidences an Account; (c) Amounts on deposit in will, upon the Collateral written request of the Bank, give notice of the Bank’s security interest to Account shall be invested from time Debtor and other obligors to time in Cash Equivalents as the applicable Credit Party Borrower; (or, d) agrees that all checks and other Instruments received by the Bank after the occurrence and during the continuance of an Event any Default or Unmatured Default as Proceeds of DefaultAccounts will be credited upon receipt to the Liabilities in such order as the Bank may determine, subject to final payment; and (e) will, whenever the Borrower obtains possession (by return, repossession or otherwise) of any Goods, the Collateral Agent) sale or lease of which shall determine, which Cash Equivalents shall be held in the name and be under the control have given rise to any of the Collateral Agent (or any sub-agent); provided that Collateral, upon the Bank’s written request, segregate, label and hold such Goods as subject to the security interest of the Bank hereunder, and will, at any its own expense, dispose of such Goods in such manner as the Bank may from time after to time direct. After the occurrence and during the continuance of an Event of any Default or Unmatured Default, the Collateral Agent Bank may notify any Account Debtor to make payment directly to the Bank of any amounts due or to become due and enforce the collection of any Accounts by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for a period (andwhether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Such notice may require the Account Debtor or other obligor to pay the Account or other obligation directly to the Bank. Any Proceeds shall be deposited in the form received except for the endorsement of the Borrower where required, if instructed which endorsement the Bank is authorized to make on the Borrower’s behalf and shall be held by the Required Lenders Bank as specified hereinsecurity for all Liabilities, shall) in its (or their) discretion and the Bank may at any time and from time to time elect to liquidate apply all or any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment portion of the Obligations funds on deposit in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect against the Liabilities, the order of Letters application to be at the discretion of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Bank.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of If all or any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment collateral at any time consists of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing Inventory, Accounts, or will result therefromChattel Paper, the Collateral Agent shallPledgor will, within one Business Day’s of receiving a upon the request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that Lender at any time after the occurrence and during the continuance of an Event of DefaultDefault hereunder, deposit or cause to be deposited to a bank account designated by the Lender and from which the Lender alone has power of access and withdrawal (the "COLLATERAL ACCOUNt") all checks, drafts, cash, and other remittances in payment or on account of payment of such Inventory, Accounts, or Chattel Paper and the cash proceeds of any returned goods, the sale or lease of which gave rise to an Account or Chattel Paper (all of the foregoing herein collectively referred to as "ITEMS OF PAYMENT"). The Pledgor shall deposit the Items of Payment for credit to the Collateral Agent Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Pledgor where necessary to permit the collection of the Items of Payment, which endorsement the Pledgor hereby agrees to make. Pending such deposit, the Pledgor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart. The Lender may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate apply the whole or any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment part of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into collected funds credited to the Collateral Account as cover for liabilities against the Pledgor's Liabilities or credit such collected funds to a banking account of the Pledgor with the Lender, the order and method of such application to be in respect the discretion of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Lender.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, established with the Administrative Agent a Collateral Account in the name and under the exclusive dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”Administrative Agent. Each Credit Party There shall deposit into the Collateral Account be deposited from time to time (i) into such account the cash proceeds of any of the Collateral (including required to be delivered to the Administrative Agent pursuant to any disposition thereofSection 6(b) to the extent contemplated herein or in any other Loan Document, (ii) provision of this Agreement. Any income received by the cash proceeds of any Casualty Event Administrative Agent with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time standing to the credit of the Collateral Account, including any interest or capital gains on investments of amounts on deposit in the Collateral Account, shall remain, or be deposited, in the Collateral Account together with any investments from time to time made pursuant to subsection (c) of this Section 6, shall vest in the Administrative Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed requested by the Required Lenders as specified hereinAdministrative Agent, shalleach Grantor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (i) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in its the name and under the exclusive dominion and control of the Administrative Agent) or (ii) to one or their) discretion apply more other banks in any state in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and provide notice to Borrower under the exclusive dominion and control of such application bank) under a Lockbox Letter substantially in the form of Annex I hereto duly executed by each Grantor and such bank or cause to be applied (subject to collection) the balance from time to time outstanding under other arrangements, in form and substance satisfactory to the credit Administrative Agent, pursuant to which such Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account to or as the payment Administrative Agent may otherwise instruct such bank, and thereafter if the proceeds of the Obligations in the manner specified in Section 9.03 hereofany Collateral shall be received by such Grantor, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in such Grantor will promptly deposit such proceeds into the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (orand until so deposited, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents all such proceeds shall be held in trust by such Grantor for and as the name and be under the control property of the Collateral Agent (Administrative Agent, for the benefit of itself and the Lenders and shall not be commingled with any other funds or any sub-agent); provided that at property of such Grantor. At any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may itself so instruct such Grantor's Account Debtors and each Grantor hereby constitutes and appoints the Administrative Agent (and the president, any vice president or any assistant vice president of the Administrative Agent from time to time) as its attorney-in-fact with full power and authority to so instruct such Grantor's Account Debtors. All such payments made to the Administrative Agent shall be deposited in the Collateral Account. (c) The balance from time to time standing to the credit of the Collateral Account shall, except upon the occurrence and continuation of an Event of Default, be distributed to the Grantors upon the order of the Grantors. If immediately available cash on deposit in the Collateral Account is not sufficient to make any distribution to the Grantors referred to in the previous sentence of this Section 6(c), the Administrative Agent shall liquidate as promptly as practicable such investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 6, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Account in the manner specified in Section 10. (d) Amounts on deposit in the Collateral Account shall be invested and reinvested from time to time in Permitted Investments as the Grantors shall determine, which investments shall be held in the name and be under the control of the Administrative Agent; provided, that if an Event of Default has occurred and is continuing, the Administrative Agent may and, if instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion at any time and from time to time elect to shall liquidate any such Cash Equivalents investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 10 hereof; and provided further, that (i) each such investment shall mature within thirty (30) days after it is acquired by the Administrative Agent and (ii) in order to provide the Administrative Agent, for the ratable benefit of itself and the Lenders, with a perfected security interest therein, each such investment shall be either: (A) evidenced by negotiable certificates or Instruments, or if non-negotiable then issued in the name of the Administrative Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Administrative Agent or any agent thereof (which shall not be any of the Grantors or any of their Affiliates) in the State of North Carolina; or (B) in book-entry form and issued by the United States and subject to pledge under applicable state law and Treasury regulations and as to which (in the opinion of counsel to the Administrative Agent) appropriate measures shall have been taken for perfection of the Security Interests. (de) Amounts deposited into Upon the occurrence of any Event of Default, the Administrative Agent is authorized at any time and from time to time, and during the continuance thereof, without notice to the Grantors, to set off, appropriate and apply any and all amounts on deposit in the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by Account, and the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)proceeds thereof, against all Secured Obligations.

Collateral Account. (a) Each of the Lenders hereby irrevocably appoints the Administrative Agent as its collateral agent in respect of the Collateral Account and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (b) On or prior to the Bridge Funding Date, the Administrative Agent shall establish the Collateral Account. The Collateral Account and all funds and other property therein shall be held in accordance with this Agreement by the Administrative Agent, until released or applied in accordance with the terms hereof. (c) The Borrower, as security for the full, prompt and complete payment and performance when due (whether at stated maturity or otherwise by operation of Section 2.10 hereunder, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges and hypothecates to the Administrative Agent is hereby authorized for the benefit of the Lenders, and grants to establish the Administrative Agent for the benefit of the Lenders a lien on and maintain at security interest in, all of its office at 000 Xxxxxxxxxx Xxxxxxxxxright, Xxxxxxxxtitle and interest in, Xxxxxxxxxxx 00000to and under all funds, cash and any cash equivalents from time to time on deposit or held in the Collateral Account and all proceeds thereof. (d) The parties hereto and the Administrative Agent agree: (i) that all items of taxable income or gain realized on the Collateral Account shall be reported as taxable income or gain of the Borrower; (ii) that the Administrative Agent shall issue an IRS Form 1099 (or any successor form) relating to such taxable income or gain to and in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, Borrower; and (iii) that the Borrower shall promptly deliver such certificates and other documents as required by applicable regulation and as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, a completed, executed Form W-9. The Borrower understands that the failure to provide properly completed applicable withholding tax forms may cause the Administrative Agent to become obligated to withhold a portion of any cash such Credit Party is required to pledge as additional collateral security hereunder distributions of the Collateral Account pursuant to applicable provisions of the Loan DocumentsCode. The Administrative Agent shall be responsible only for income reporting to the Internal Revenue Service with respect to income earned on the Collateral Account. The Administrative Agent shall have no other duties or responsibilities with respect to administering tax withholding, payments or reporting for persons receiving distributions pursuant to this Agreement. Notwithstanding the foregoing, the Administrative Agent may report and withhold any taxes as it determines may be required by any law or regulation in effect at the time of the distribution. (be) The balance from time It is understood and agreed that the Administrative Agent shall have no obligation to time invest any of the funds in the Collateral Account, provided that all interest and other amounts earned on the deposits shall be deposited in the Collateral Account shall constitute part and only be released and applied in accordance with the terms hereof (including Sections 2.10(c) and 4.03). (f) On the Transaction Closing Date, subject only to the satisfaction of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefromconditions specified in Section 4.03 hereof, the Collateral Lenders hereby authorize Administrative Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for to release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit all funds in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth Borrower for uses specified in Section 9.025.08(a); provided however, (ii) Net Cash Proceeds from any sale if the Transaction Closing Date does not occur on or other disposition of Collateral from prior to the Collateral AccountEarly Commitment Termination Date, remit the Borrower irrevocably instructs the Administrative Agent to apply such cash proceeds on deposit funds in the Collateral Account, so long as such Credit Party has satisfied Account for the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment prepayment of the Obligations in the manner specified in accordance with Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”2.10(c).

Collateral Account. (a) The Collateral Agent is As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby authorized pledges and grants to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxthe Agent, Xxxxxxxx, Xxxxxxxxxxx 00000, in for the name benefit of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Lenders as provided herein, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time (i) the cash proceeds of any of in the Collateral Account (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, investments and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) reinvestments therein provided for below). The balance balances from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Letter of Credit Liabilities until applied by the Agent as hereinafter providedprovided herein. So long as no Event of Default has occurred and is continuing or will result therefromAnything in this Agreement to the contrary notwithstanding, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds held in the Collateral Account shall be subject to or upon the order of such Credit Party, so long withdrawal only as such Credit Party has satisfied the conditions relating thereto set forth provided in this Section and in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein2.12. (cb) Amounts on deposit in the Collateral Account shall be invested from time to time and reinvested by the Agent in such Cash Equivalents as the applicable Credit Party (or, after the occurrence Agent shall determine in its sole discretion. All such investments and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (or any sub-agent); provided that at any time after the occurrence and during the continuance of c) If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may (andRequisite Lenders may, if instructed by the Required Lenders as specified hereinin their discretion, shall) in its (or their) discretion at any time and from time to time elect time, instruct the Agent to liquidate any such Cash Equivalents investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the proceeds thereof Collateral Account to the payment of any of the Obligations in the manner specified in Section 9.03 hereofLetter of Credit Liabilities due and payable. (d) Amounts deposited into If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as cover for liabilities in respect exceed the aggregate amount of Letters Letter of Credit under any provision Liabilities at such time. (e) The Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Account and investments and reinvestments of funds therein.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Pledgors may from time to time deposit any other Loan Document, (ii) the cash proceeds additional amounts that any of any Casualty Event with respect them wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in Sections 2.10, 3.02(d) and 10 of the Credit Agreement, any other Loan Document, and (iii) any cash such Credit Party Pledgor is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long the respective Pledgor as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02Pledgor shall from time to time instruct. However, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) ), in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (orforegoing, after each Pledgor agrees that if the occurrence and during the continuance proceeds of an Event of Defaultany Collateral hereunder shall be received by it, such Pledgor shall as promptly as possible deposit such proceeds into the Collateral Agent) shall determineAccount. Until so deposited, which Cash Equivalents all such proceeds shall be held in trust by such Pledgor for and as the name and be under the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance property of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofPledgor. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. Except for any Borrower, Non-Borrower Affiliate or Excluded Non-Borrower Affiliate utilizing Permitted Foreign Bank Accounts, the Borrowers will deposit or cause to be deposited into a collateral account (the "Collateral Account") designated by the Administrative Agent, all checks, drafts, cash and other remittances received by the ICF Entities, and shall deposit such items for credit to the Collateral Account within two (2) Business Days of the receipt thereof and in precisely the form received. Pending such deposit, the Borrowers will not commingle any such items of payment with any of their other funds or property, but will hold them separate and apart. Notwithstanding the foregoing, to the extent that an entity is joined as a "Borrower" party hereunder pursuant to Section 7.1(d)(ii) of this Agreement or otherwise, such Borrower may maintain its existing bank account(s) (each a "Transitional Deposit Account") for a period of two hundred seventy (270) days after such acquisition, provided that a wire transfer arrangement with the financial institution(s) maintaining such account(s) is in place on or prior to the ninetieth (90th) day after such acquisition, and such arrangement remains in place at all times thereafter; provided that each Transitional Deposit Account shall (a) The Collateral Agent is hereby authorized to establish be used solely for the deposit/receipt of cash, checks and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (other remittances owing to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account Borrowers from time to time time, and (ib) the cash proceeds be at all times, free and clear of any and all liens claims and encumbrances (other than the security interest of the Collateral (including pursuant to any disposition thereof) Administrative Agent granted hereby and Permitted Liens). Each wire transfer arrangement referenced above must be in form and substance reasonably satisfactory to the extent contemplated herein Administrative Agent. The Borrowers hereby covenant and agree that the Collateral Account, the Transitional Deposit Accounts and the Permitted Foreign Bank Accounts shall secure the Obligations and hereby grant, assign and transfer to or at the direction of the Administrative Agent, for the benefit of the Lenders ratably, a continuing security interest in all of the Borrowers' right, title and interest in and to the Collateral Account, the Transitional Deposit Accounts and the Permitted Foreign Bank Accounts, whenever created or established. Subject to the terms of this Agreement and any other Loan Document, (iithe Administrative Agent may apply funds in the Collateral Account, the Transitional Deposit Accounts and/or the Permitted Foreign Bank Accounts to any of the Obligations, including, without limitation, any principal, interest or other payment(s) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in not made when due, whether arising under this Agreement and/or any other Loan Document, or any other Obligation of the Borrowers, without regard to the origin of the deposits in the account, the beneficial ownership of the funds therein or whether such Obligations are owed jointly with another or severally; the order and (iiimethod of such application to be in the sole discretion of the Administrative Agent. The Administrative Agent's right to deduct sums due under the Loan Documents from the foregoing account(s) any cash such Credit Party is shall not relieve the Borrowers from their obligation to make all payments required to pledge by the Loan Documents as additional collateral security hereunder pursuant to and when required by the Loan Documents. (b) The balance from time to time in , and the Collateral Account shall constitute part of the Collateral and Administrative Agent shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit have any obligation to make any such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (deductions or any sub-agent); provided that at liability whatsoever for any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time failure to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofdo so. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Borrowers are required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrowers shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Borrowers for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Borrowers shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Borrowers have deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Borrowers have deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Borrowers have failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Upon notice by the Agent to the Collateral Agent is hereby authorized to Trustee, the Collateral Trustee shall establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied any Secured Obligations remain outstanding under any Secured Agreement, a non-interest bearing cash collateral account (the conditions relating thereto set forth "Collateral Account") for the Representatives and the Secured Holders at its offices at its corporate trust department in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition the State of Collateral from New York in accordance with the terms of this Agreement. All moneys that are received by the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following Trustee upon the occurrence and during the continuance of an Event of Actionable Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) upon liquidation or otherwise in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit respect of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds be deposited in the Collateral Account except to and, thereafter, shall be held and applied by the extent specifically provided hereinCollateral Trustee all in accordance with the terms of this Agreement. (cb) Amounts The Collateral Trustee shall, subject to the provisions of Article IV and Article VIII, from time to time (i) invest amounts on deposit in the Collateral Account shall in Cash Equivalents and (ii) invest interest paid on such Cash Equivalents, and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in additional Cash Equivalents, in each case at the direction of the Grantor so long as no Actionable Default Notice has been received by the Collateral Trustee (or if an Actionable Default Notice has been received, it has been withdrawn) and at the written direction of the Required Representatives if an Actionable Default Notice has been received by the Collateral Trustee that has not been withdrawn. Interest and proceeds that are not invested from time to time or reinvested in Cash Equivalents as provided in the applicable Credit Party (or, after the occurrence immediately preceding sentence shall be deposited and during the continuance of an Event of Default, held in the Collateral Agent) shall determine, which Account. All Cash Equivalents made in respect of the Collateral Account and all interest and income received thereon and therefrom and the net proceeds realized on the maturity or sale thereof shall be held in the name and be under the control Collateral Account as part of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof Trust Estate pursuant to the payment of the Obligations in the manner specified in Section 9.03 terms hereof. (dc) Amounts deposited into the The Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by subject to such applicable laws, and such applicable regulations of the Collateral Agent Board of Governors of the Federal Reserve System and of any other appropriate banking or regulatory authority, as are in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)effect from time to time.

Collateral Account. There will be established promptly by the Agent with a financial institution to be specified by Agent, which shall notify the Pledgor thereof, a cash collateral account (athe "Collateral Account") The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant including, without limitation, any and all dividends paid in respect of the Pledged Stock and proceeds of insurance on the Collateral) required to any disposition thereof) be delivered to the extent contemplated herein or in Agent pursuant hereto and into which the Pledgor may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge Agent for the benefit of the Lenders as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Agent shall, within one Business Day’s shall cause to be remitted the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Pledgor as the Pledgor shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of a Loan Event of Default or an Event of DefaultDefault under, and as defined in, the Collateral Lease or the Sublease, the Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 5 .9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. The Pledgor agrees that if the applicable Credit Party (or, after the occurrence and during the continuance proceeds of an Event of Defaultany Collateral hereunder shall be received by it, the Pledgor shall as promptly as possible deposit such proceeds into the Collateral Agent) shall determineAccount. Until so deposited, which Cash Equivalents all such proceeds shall be held in trust by the name Pledgor for and be under as the control property of the Collateral Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofPledgor. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx31 West 52nd Street, XxxxxxxxNew York, Xxxxxxxxxxx 00000, New York 10019 as a blocked account in the name xxx xxxx xx xxxx Xxxxxxxx xxx xxxxx xxx xxxx dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account designated “as "Grant Prideco Collateral Account”". Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by such Grantor but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Lenders, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or or, except as expressly set forth herein, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit 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 Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 the occurrence and during the continuance initiating a transfer of an Event of Default, funds to the Collateral Agent) Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Collateral Account shall determine, which Cash Equivalents not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the name Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and be under the control terms. Subject to Secured Party's rights hereunder, any interest earned on deposits of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) cash in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be deposited directly in, and held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of If any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred shall occur and is continuing or will result therefrombe continuing, and the Lender shall elect to terminate the Revolving Credit Facility, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any during the continuance of such Cash Equivalents and to apply or cause to be applied Event of Default shall upon demand of the proceeds thereof Lender deliver to the payment Lender cash or U.S. Treasury Bills with maturities of not more than thirty (30) days in an amount equal to the amount of issued or pending Letters of Credit as of such time. The Lender may also deposit to the Collateral Account (defined below) any cash, monies or funds received by the Lender from the collection of the Obligations in or the manner specified in Section 9.03 hereof. (d) Amounts deposited into sale or other disposition of the Collateral Account which the Lender, in its discretion, designates as cover for liabilities in respect of being held against issued or pending Letters of Credit under any provision as of this Agreement requiring such cover time. Such cash, monies, funds or U.S. Treasury Bills shall be held by the Collateral Agent Lender in a separate sub-an account designated as the “LC Sub-Account” (the “LC Sub-Collateral Account”)) and invested or reinvested (as the case may be) in U.S. Treasury Bills with maturities of no more than thirty (30) days from the date of investment. The Lender shall have the sole power of access and withdrawal from the Collateral Account. As collateral and security for the payment of the Obligations, the Borrower hereby assigns and pledges to the Lender, and grants to the Lender a security interest in and to, all cash, monies, funds, U.S. Treasury Bills and other securities and instruments at any time and from time to time held by the Lender in the Collateral Account and any interest, income, earnings and proceeds thereof, all of which shall be a part of the Collateral hereunder. If any Event of Default shall occur and be continuing, the Lender is irrevocably authorized to make such withdrawals from the Collateral Account at any time and from time to time and apply the same to any of the Obligations (including, without limitation, Letter of Credit Obligations) in such order and manner as the Lender in its sole discretion may determine. After all Obligations have been paid in full and there are no Letters of Credit outstanding or any commitment on the part of the Lender to open and issue Letters of Credit, any cash, monies, funds, U.S. Treasury Bills or other securities and instruments held by the Lender in the Collateral Account will be turned over to the Borrower or to such other person who may be entitled to the same under applicable laws.

Collateral Account. (a) The Collateral Agent is hereby authorized Subject to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxas permitted by the terms of this Indenture and any release or subordination contemplated in Section 1405 hereof, XxxxxxxxHoldings or any Subsidiary, Xxxxxxxxxxx 00000as the case may be, in the name shall cause such Net Cash Proceeds of the Collateral Agent and any Asset Sale pursuant to a Control Agreement (to Section 1017 that involves the extent requested), a restricted deposit account designated “sale of Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds or any Event of any of the Collateral (including Loss pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds Section 1018 that involves a loss of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time be deposited in the Collateral Account on the business day on which such Net Cash Proceeds are received by Holdings or such Subsidiary. Subject to and as permitted by the terms of this Indenture and any release or subordination contemplated in Section 1405 hereof, Collateral Proceeds (including any earnings thereon) may be released from the Collateral Account in order to, and in only such amount as is required to, (x) pay the principal amount of Securities tendered pursuant to an Asset Sale Offer or Event of Loss Offer or (y) make a Permitted Related Investment; provided that upon consummation of such Permitted Related Investment the Trustee shall, subject to and as permitted by the terms of this Indenture and any release or subordination contemplated in Section 1405 hereof, have received a first priority security interest in the property or assets acquired by Holdings or any of its Subsidiaries in connection therewith and Holdings delivers to the Trustee each of the following: (1) an Officers' Certificate, dated the date on which Collateral Proceeds shall constitute part be released from the Collateral Account (the "Collateral Proceeds Release Date"), stating in substance as to the following matters (which statements shall, on the Collateral Proceeds Release Date, be true): (A) the reason Holdings is requesting a release of the Collateral Proceeds and shall not constitute payment a description of the Obligations until applied use to be made of the Collateral Proceeds to be released; (B) in the case of clause (x) above, the aggregate principal amount of Securities purchased on the Collateral Proceeds Release Date and, in the case of clause (y) above, a description of the property or assets being acquired and the Fair Market Value and the purchase price of each such property or asset to be acquired by Holdings and/or its Subsidiaries (if more than one); (C) that the amount to be released from the Collateral Account does not exceed the aggregate principal amount of Securities to be purchased on the Collateral Proceeds Release Date or the purchase price of the property or assets to be acquired by Holdings or any of its Subsidiaries, as hereinafter provided. So long the case may be; (D) that, in the case of clause (y) above, Holdings and/or its Subsidiaries, as the case may be, have taken all steps necessary or desirable so that upon consummation of such Permitted Related Investment the Trustee shall, subject to the terms of any release or subordination contemplated in Section 1405 hereof, receive a first priority security interest in such property or assets; and (E) that no Default or Event of Default has occurred and is continuing at the time of or will result therefromafter giving effect to such release of Collateral Proceeds. (2) An Opinion of Counsel stating that the certificate, opinions, other instruments or cash which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and that the property to be released may be lawfully released from the Lien of the Security Documents and that all conditions precedent in this Indenture and the Security Documents relating to such release have been complied with. (b) In connection with any release of any lien in favor of the Trustee granted pursuant to the Security Documents on Collateral, the Collateral Agent shall, within one Business Day’s of receiving a request of Company and the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit Guarantors shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Accountcomply, to the extent required thereby, with the applicable provisions of Sections 2.18(j) and 9.03the TIA, including Section 314 thereof. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).80

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 9.1 of the applicable Revolving Credit Agreement, Company is required to pay to Secured Party an amount (the "Aggregate Available Amount") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Revolving Credit Agreement, Company shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "Maximum Available Amount") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Letter of Credit Issuer for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 19 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent Trustee is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in receive any funds for the name benefit of the Holders and the other secured parties distributed under, and in accordance with, the Collateral Agent Trust Agreement, the Intercreditor Agreement, if any, and pursuant the other Security Documents, and to a Control Agreement (make further distributions of such funds to the extent requested)Holders and (as applicable) the other secured parties according to the provisions of this Indenture, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) Trust Agreement, the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan DocumentIntercreditor Agreement, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Documentif any, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan other Security Documents. (b) The balance from time To the extent requested by the Collateral Trustee, the Issuers shall establish a Collateral Account after the date hereof, which shall at all times thereafter be subject to time a “shifting control” deposit account control agreement in favor of the Collateral Trustee in form and substance reasonably satisfactory to the Collateral Trustee. Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall constitute part of have occurred and be continuing, the Issuers may withdraw any funds from the Collateral Account in accordance with this Indenture and may direct the applicable depositary institution to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall not constitute payment of the Obligations until applied as hereinafter providedhave occurred and be continuing. So long as no Event of Default has shall have occurred and is continuing or will result therefrombe continuing, the Collateral Agent shall, within one Business Day’s of receiving a request of Issuers may direct the applicable Credit Party for release depositary institution to sell, liquidate or cause the redemption of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Accountany such investments, remit such cash proceeds on deposit in the Collateral Account direction to or upon the order certify that no Event of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit Default shall have been terminated occurred and all be continuing. Any gain or income on any investment of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time credited to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Account. The Collateral Trustee shall determine, which Cash Equivalents shall be held have no liability for any loss incurred in the name and be under the control of the Collateral Agent (connection with any investment or any sub-agent); provided that at any time after sale, liquidation or redemption thereof made in accordance with the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision provisions of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”Section 13.10(b).

Collateral Account. (a) The Collateral Administrative Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx390 Greenwich Street, XxxxxxxxNew York, Xxxxxxxxxxx 00000NY 10013, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Adminxxxxxxxxx Xxxxx xxx xxxxxxxx xx x Xxxxxxl Agreement, a restricted deposit account designated “"Moore North America, Inc. -- Collateral Account”" with respect to wxxxx the Administrative Agent shall at all times have "control" (as defined in Section 9-104 of the UCC). Each Credit Party shall deposit into the Collateral Account from time to time; provided that there shall be no obligation to deposit any such net proceeds unless and until, and only to the extent that, the aggregate amount at any time outstanding (iand not applied in accordance with this Agreement) exceeds $15,000,000 (such $15,000,000 to be calculated net of the amount to be reinvested under any then existing binding contract entered into by MCL or any of its Subsidiaries to reinvest such net proceeds), (A) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Credit Document, (iiB) the cash proceeds of any Casualty Event Taking or Destruction with respect to Collateral, (C) any cash in respect of any Collateral to which the extent contemplated herein or in any other Loan DocumentCollateral Agent is entitled pursuant to the Credit Documents, and (iiiD) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Credit Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Administrative Agent shall, shall within one two Business Day’s Days of receiving a request of the applicable Credit Party for release of cash proceeds constituting (iA) Net Cash Proceeds net insurance proceeds or net awards from the Collateral Account, Account remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02subsection 12.2, (iiB) Net Cash Proceeds net cash proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 subsection 12.2 and (iiiC) with respect to the LC L/C Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subsection 12.3 hereof subject, however, in the case of amounts deposited in the LC L/C Sub-Account, to the provisions of Sections 2.18(j) and 9.03subsection 12.1(d). The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds fund deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Administrative Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 subsection 12.3 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC "L/C Sub-Account” " (the “LC "L/C Sub-Account”)") and, notwithstanding any other provision hereof to the contrary, all amounts held in the L/C Sub-Account shall constitute collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and second as collateral security for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full.

Collateral Account. (a) The Collateral Each Company hereby authorizes and directs its Applicable Agent is hereby authorized to establish and maintain with such Applicable Agent, or at its office at 000 Xxxxxxxxxx Xxxxxxxxxsuch Applicable Agent's election, Xxxxxxxxwith an Affiliate of such Applicable Agent, Xxxxxxxxxxx 00000, as a blocked account in the name of such Applicable Agent on behalf of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Applicable Lenders of such Company, a restricted deposit account designated “as the "Collateral Account”. Each Credit Party shall deposit into the ". (b) Al] amounts held in a Collateral Account from time pertaining to time (i) a Company shall secure the cash proceeds Obligations of any of the Collateral (including pursuant to any disposition thereof) such Company and may be applied to the extent contemplated herein or Obligations of such Company as provided in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (bc) The balance from time to time Any interest received in the respect of investments of any amounts deposited in a Collateral Account pertaining to a Company shall constitute part be remitted by such Company's Applicable Agent to such Company on the last Business Day of the Collateral and each calendar quarter, provided that an Agent shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no remit any such interest if any Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided hereincontinuing. (cd) Amounts on deposit Cash held by an Agent, or an Affiliate of an Agent, in the Collateral Account shall be invested from time or reinvested as follows: (i) Any funds on deposit in a Collateral Account shall be held by an Agent, or any Affiliate of any Agent, in a non-interest-bearing account provided, that so long as no Event of Default shall have occurred and be continuing, a Company may, pursuant to time written instructions, direct its Applicable Agent to invest funds on deposit in a Collateral Account in Cash Equivalents as indicated in such instructions; and (ii) Each Agent is hereby authorized to sell, and shall sell, all or any designated part of the applicable Credit Party securities held in a Collateral Account (or, after the occurrence and during the continuance of an A) so long as no Event of DefaultDefault shall have occurred and be continuing, upon receipt of appropriate written instructions from a Company or (B) in any event if such sale is necessary to permit such Agent to perform its duties hereunder. Neither Agent shall have any responsibility for any loss resulting from a fluctuation in interest rates, the sale or disposition of any Cash Equivalent prior to the maturity date or otherwise. Each Collateral Agent) shall determine, which Cash Equivalents Account shall be held in the name subject to such applicable laws, and be under the control such application regulations of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance Board of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment Governors of the Obligations Federal Reserve System and of any other appropriate Governmental Authority, as may now or hereafter be in the manner specified in Section 9.03 hereofeffect. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Trustee is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in receive any funds for the name benefit of the Collateral Agent Holders distributed under, and pursuant in accordance with, the Security Documents, and to a Control Agreement (make further distributions of such funds to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) Holders according to the extent contemplated herein or in any other Loan Documentprovisions of this Indenture, (ii) the cash proceeds of any Casualty Event with respect to Collateral to Security Documents and the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan DocumentsIntercreditor Agreements. (b) The balance Issuers shall establish with the Collateral Agent the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Collateral Account shall be a trust account and shall be established and maintained by the Collateral Agent at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All Net Proceeds from time to time Asset Sales and Events of Loss in respect of Note Priority Collateral, in an aggregate amount in excess of $50.0 million, including earnings, revenues, rents, issues, profits and income therefrom and interest earned thereon, shall be deposited in the Collateral Account and thereafter shall constitute part be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Indenture (including, without limitation, at the direction of the Issuers to make any application or disbursement permitted by Section 3.5, Section 6.10 and Section 11.8(a)). In connection with any and all deposits to be made into the Collateral Accounts under this Indenture or the Security Documents, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying the Collateral Account to receive such deposit and directing the Trustee and/or the Collateral Agent to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall not have occurred and be continuing, the Issuers may direct the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute payment Cash Equivalents and that no Event of the Obligations until applied as hereinafter providedDefault shall have occurred and be continuing. So long as no Event of Default has shall have occurred and is continuing or will result therefrombe continuing, the Issuers may direct the Collateral Agent shallto sell, within one Business Day’s liquidate or cause the redemption of receiving a request any such investments, such direction to certify that no Event of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit Default shall have been terminated occurred and all be continuing. Any gain or income on any investment of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time credited to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Account. The Collateral Agent (shall have no liability for any loss incurred in connection with any investment or any sub-agent); provided that at any time after sale, liquidation or redemption thereof made in accordance with the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision provisions of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”Section 11.8(c).

Collateral Account. (ai) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, established with the Agent a cash collateral account (the "COLLATERAL ACCOUNT") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in and any other Loan Document, (ii) the cash proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event with respect casualty or disposition affecting any property of the Debtor or any of its Subsidiaries (whether received by the Agent or by the Debtor) required to Collateral be delivered to the extent contemplated herein Agent pursuant hereto or in the Credit Agreement and into which the Debtor may from time to time deposit any other Loan Document, and (iii) any cash such Credit Party is required additional amounts that the Debtor wishes to pledge to the Agent for the benefit of the Secured Parties as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Obligations until applied as hereinafter provided. (ii) The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided in this subparagraph (ii), subparagraph (iv) below and in the Credit Agreement (including, without limitation, SECTIONS 1.06 and 6.02 of the Credit Agreement). So long as no Unless an Event of Default has shall have occurred and is continuing or will result therefromshall be continuing, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting shall (i) Net Cash Proceeds from the Collateral Accountexcept as otherwise provided herein), remit such cash proceeds on deposit in the collected balance outstanding to the credit of the Collateral Account to or upon the order of such Credit Partythe Debtor, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds Debtor shall from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect time to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullinstruct. At any time following Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders Secured Parties as specified hereinin the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03SECTION 13. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited Deposits in the Collateral Account except that constitute any proceeds of insurance, condemnation award or other compensation in respect of any casualty or other event of the type referred to in SECTION 1.06(B) of the Credit Agreement (a "CASUALTY EVENT"), or the proceeds of any disposition of the type referred to in SECTION 1.06(D) of the Credit Agreement, in each case affecting any property of the Debtor, shall be subject to withdrawal and release only as provided in subsection (iv) below and SECTIONS 1.06(B) and (D), resepctively, of the Credit Agreement. Following the occurrence of any Default, the Agent shall have no obligation to release any of such proceeds to the Debtor for restoration or repair of damaged property. (iii) Promptly following the occurrence of any Casualty Event affecting any property of the Debtor (whether or not such property is Collateral hereunder) resulting in losses aggregating $500,000 or more, the Debtor shall give prompt notice thereof to the Agent and, to the extent specifically provided hereinany proceeds of insurance, condemnation award or other compensation received as a result of such casualty are to be paid to the Agent, shall cause such proceeds to be paid to the Agent for deposit into the Collateral Account, as additional collateral security for the payment of the Obligations. To the extent the Agent shall receive proceeds of any such Casualty Event resulting in a loss of less than $500,000, the Agent will, so long as no Default shall have occurred, remit such proceeds to the Debtor, PROVIDED, THAT, the provisions of SECTION 6.02(B) of the Credit Agreement shall have been satisfied. (civ) Amounts on deposit With respect to any proceeds that are required to be paid into the Collateral Account pursuant to subparagraphs (ii) and (iii) above, the Agent may, at its option, if no Default has occurred, elect to apply any proceeds of insurance, condemnation award or other compensation received as a result of such Casualty Event either: (i) to the restoration and repair of the property affected by such Casualty Event (the "DAMAGED PROPERTY"); or (ii) to the prepayment of the Loans in the manner and to the extent specified in SECTION 1.06(B) of the Credit Agreement. In all other cases, if no Default has occurred, the Debtor may, at its option, to be exercised by delivery of notice to the Agent within one hundred eighty (180) days of the respective Casualty Event, elect to apply any proceeds of insurance, condemnation award or other compensation received as a result of such Casualty Event either: (i) to the restoration and repair of the Damaged Property; or (ii) to the prepayment of the Loans in the manner and to the extent specified in SECTION 1.06(B) of the Credit Agreement. Failure of the Debtor to make such an election within one hundred eighty (180) days after the date of any such Casualty Event shall constitute an election to so apply such proceeds to the prepayment of the Loans as aforesaid. (v) If the Debtor or Agent elects to so restore and repair the Damaged Property, any such proceeds (and any earnings thereon) held in the Collateral Account shall be invested from time applied to time the restoration and repair of the Damaged Property and advanced by the Agent in Cash Equivalents periodic installments upon compliance by the Debtor with such reasonable conditions to disbursement as may be imposed by the applicable Credit Party Agent, including, but not limited to, reasonable retention amounts and receipt of lien releases and joint checks payable to the Debtor and any contractors, subcontractors and materialmen to whom payment is owed in connection with any restoration, repair and replacement of the Damaged Property. (or, after vi) Following the occurrence and during the continuance of an Event of any Default, the Collateral Agent) Agent shall determinehave no obligation to release any of such proceeds to the Debtor for restoration or repair of Damaged Property. All insurance proceeds remaining after the payment for restoration and repair of Damaged Property pursuant to this Section may, which Cash Equivalents shall be held in at the name and be under the control option of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of DefaultAgent, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment prepayment of the Obligations Loans in the manner and extent specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).SECTION

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, established with the Administrative Agent a Collateral Account in the name and under the exclusive dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”Administrative Agent. Each Credit Party There shall deposit into the Collateral Account be deposited from time to time (i) into such account the cash proceeds of any of the Collateral (including required to be delivered to the Administrative Agent pursuant to any disposition thereofSection 6(b) to the extent contemplated herein or in any other Loan Document, (ii) provision of this Agreement. Any income received by the cash proceeds of any Casualty Event Administrative Agent with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time on deposit in the Collateral Account, including any interest or capital gains on investments of amounts on deposit in the Collateral Account, shall remain, or be deposited, in the Collateral Account together with any investments from time to time made pursuant to Section 6(c), shall vest in the Administrative Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed requested by the Required Lenders as specified hereinAdministrative Agent, shalleach Grantor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (i) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in its the name and under the exclusive dominion and control of the Administrative Agent) or (ii) to one or theirmore banks in any state in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the exclusive dominion and control of any such bank) discretion apply under a Lockbox Letter substantially in the form of Annex I hereto duly executed by each Grantor and provide notice any such bank or under other arrangements, in form and substance reasonably satisfactory to Borrower the Administrative Agent, pursuant to which such Grantor shall have irrevocably instructed such bank (and such bank shall have agreed) to remit all proceeds of such application or cause to be applied (subject to collection) the balance from time to time outstanding payments directly to the credit of Administrative Agent for deposit into the Collateral Account to or as the payment Administrative Agent may otherwise instruct such bank, and thereafter if the proceeds of any Collateral shall be received by any of the Obligations in the manner specified in Section 9.03 hereofGrantors, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in such Grantor will promptly deposit such proceeds into the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (orand until so deposited, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents all such proceeds shall be held in trust by such Grantor for and as the name and be under the control property of the Collateral Administrative Agent, for the benefit of the Lenders, the Administrative Agent (and Infogrames U.S., and shall not be commingled with any other funds or any sub-agent); provided that at property of such Grantor. At any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may itself so instruct each Grantor's Account Debtors. All such payments made to the Administrative Agent shall be deposited in the Collateral Account. (and, if instructed by c) Amounts on deposit in the Required Lenders as specified herein, shall) in its (or their) discretion at any time Collateral Account shall be promptly liquidated and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof11. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Company is required to pay to Secured Party an amount (the “Aggregate Available Amount”) equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the “Maximum Available Amount”) to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account an amount described above, Secured Party shall apply the amount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “Panolam Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 occurrence Collateral Account, give notice to Secured Party by telefacsimile of the date, amount and during method of delivery of such deposit. Cash held by Secured Party in the continuance Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of an Event the Board of DefaultGovernors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that Company is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 15(c) of this Agreement shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. Secured Party is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of Credit under any provision Section 15(c) of this Agreement requiring and the Credit Agreement, if any such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Company or at Company’s direction.

Collateral Account. The Agent may at any time establish at Chase a cash collateral account (athe "Collateral Account") The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Agent pursuant hereto and into which the Company may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts which it wishes to Collateral pledge to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge Agent for the benefit of the Banks as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Enhance Pledge Agreement Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Company as the Company shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders Banks as specified hereinin Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 5.08 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Company agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Company for and be under as the control property of the Collateral Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofCompany. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Collateral Account”. .” Each Credit Loan Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one two Business Day’s Days of receiving a request of the applicable Credit Loan Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Loan Party, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02, ; (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02 9.02; and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been indefeasibly paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof9.03, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j2.17(j) and 9.03. The Credit Loan Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Loan Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that that, at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof9.03. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC SubSUB-AccountACCOUNT”).

Collateral Account. (a) The Collateral In connection with the events described in Section 2.8, the Company hereby authorizes and directs the Administrative Agent is hereby authorized to establish and maintain with the Administrative Agent, or at its office at 000 Xxxxxxxxxx Xxxxxxxxxthe Administrative Agent’s election, Xxxxxxxxwith an Affiliate of the Administrative Agent, Xxxxxxxxxxx 00000, as a blocked account in the name of the Collateral Agent Administrative Agent, on behalf of the Agents and pursuant to a Control Agreement (to the extent requested)Lenders, a restricted deposit account designated as the “Collateral Account”. Each Credit Party shall deposit into . (b) All amounts held in the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) pertaining to the extent contemplated herein or in any other Loan Document, (ii) Company shall secure the cash proceeds of any Casualty Event with respect to Collateral Obligations and may be applied to the extent contemplated herein or Obligations as provided in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (bc) The balance from time to time Any interest received in respect of investments of any amounts deposited in the Collateral Account shall constitute part be remitted by the Administrative Agent to the Company on the last Business Day of each calendar quarter; provided, that the Collateral and Administrative Agent shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no remit any such interest if any Event of Default has occurred and is continuing continuing. (d) Cash held by an Administrative Agent, or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request an Affiliate of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral AccountAdministrative Agent, remit such cash proceeds on deposit in the Collateral Account to shall be invested or upon the order of such Credit Party, so long reinvested as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein.follows: (ci) Amounts Any funds on deposit in the Collateral Account shall be invested from time held by the Administrative Agent, or any Affiliate of the Administrative Agent, in a non-interest-bearing account; provided, that so long as no Event of Default shall have occurred and be continuing, the Company may, pursuant to time written instructions, direct the Administrative Agent to invest funds on deposit in the Collateral Account in Cash Equivalents as indicated in such instructions; and (ii) The Administrative Agent is hereby authorized to sell, and shall sell, all or any designated part of the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be securities held in the name Collateral Account (A) so long as no Event of Default shall have occurred and be under continuing, upon receipt of appropriate written instructions from the control Company or (B) in any event if such sale is necessary to permit the Administrative Agent to perform its duties hereunder. The Administrative Agent shall not have any responsibility for any loss resulting from a fluctuation in interest rates, the sale or disposition of any Cash Equivalent prior to the maturity date or otherwise. The Collateral Account shall be subject to such applicable laws, and such application regulations of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance Board of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment Governors of the Obligations Federal Reserve System and of any other appropriate Governmental Authority, as may now or hereafter be in the manner specified in Section 9.03 hereofeffect. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to BAM or one or more Affiliates of BAM shall establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Collateral Rights Agent and pursuant to a Control Agreement (to together, the extent requested), a restricted deposit account designated “Collateral Account”). Each Credit Party The Rights Agent shall requisition the BEP Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BEP Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account from time to time either (i) a number of BEP Units or BEP Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the cash proceeds Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BEP Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BEP Units Amount pursuant to this Agreement shall be made in the form of BEP Units and not, for the avoidance of doubt, in the form of BEP Unit Convertibles. To the extent that conversion or redemption of a BEP Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral (Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including pursuant to any disposition thereof) as a result of an adjustment to the extent contemplated herein Conversion Factor or an increase in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan DocumentsBEP Unit Value. (b) The balance from time Prior to time in or substantially concurrently with the issuance of any Class A Shares by the Company, BAM shall, or cause an Affiliate of BAM to, deposit BEP Units or BEP Unit Convertibles into the Collateral Account such that, after taking into account the number of BEP Units issued or issuable upon conversion or redemption of such BEP Unit Convertibles, the number of BEP Units deposited into the Collateral Account shall constitute part be equal to the product of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. The Rights Agent shall have no duty or obligation to calculate the Conversion Factor, to determine the number of Class A Shares issued, or to determine the number of BEP Units or BEP Unit Convertibles necessary to equal the product of (i) the number of such Class A Shares issued (excluding any shares issued to BAM or its Affiliates) multiplied by (ii) the Conversion Factor. (c) Except as set forth in this Section 8(c), BAM and its Affiliates shall not be entitled to withdraw any BEP Unit or BEP Unit Convertible from the Collateral Account. (i) In the event that the Collateral Account Balance shall exceed the Required Collateral Account Balance, remit either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or an Affiliate of BAM shall be entitled to withdraw (pursuant to a written instruction from BAM to the Rights Agent) from the Collateral Account a number of BEP Units, or BEP Unit Convertibles that are convertible into or redeemable for a number of BEP Units, up to an amount equal to (i) the Collateral Account Balance minus (ii) the Required Collateral Account Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(c)(i) without liability or further inquiry. (ii) BAM, or any Affiliate of BAM, shall be permitted to withdraw from the Collateral Account a BEP Unit, or the number of BEP Unit Convertibles that are convertible into or redeemable for a BEP Unit, upon the deposit by BAM or any Affiliate of BAM of the BEP Unit Release Price with respect to such BEP Unit, or the number of BEP Unit Convertibles that are convertible into or redeemable for such BEP Unit, in the Collateral Account. (d) If at any time the Collateral Account Cash Balance shall be less than the Required Collateral Account Cash Balance, BAM shall, or shall cause its Affiliates to, within two Business Days, deposit cash proceeds on or Cash Equivalents (pursuant to a written instruction from BAM to the Rights Agent and as selected by BAM) in an amount necessary to cause the Collateral Account Cash Balance to be at least equal to the Required Collateral Account Cash Balance. (e) Except as set forth in this Section 8(e), BAM and its Affiliates shall not be entitled to withdraw any cash or Cash Equivalents from the Collateral Account. (i) If at any time the Collateral Account Cash Balance shall be greater than one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or its Affiliates shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents in an amount not to exceed the excess of (i) the Collateral Account Cash Balance minus (ii) one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this Section 8(e)(i) without liability or further inquiry. (ii) Upon the deposit in the Collateral Account of a number of BEP Units, or of BEP Unit Convertibles that are convertible into or redeemable for such number of BEP Units, BAM, or an Affiliate of BAM, shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents from the Collateral Account in an amount equal to the aggregate BEP Unit Value of such number of BEP Units, or of the number of BEP Units issuable upon the order conversion or redemption of such Credit PartyBEP Unit Convertibles, as applicable. (f) For the avoidance of doubt, BAM, or its applicable Affiliates, shall remain the beneficial owner of any BEP Units or BEP Unit Convertibles deposited by BAM or such Affiliates into the Collateral Account for so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale BEP Units or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit BEP Unit Convertibles remain in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and hold all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence rights, powers, privileges and during the continuance of an Event of Defaultpreferences appurtenant to such BEP Units or BEP Unit Convertibles, including, without limitation, the Collateral Agent may (and, if instructed by right to distributions on such BEP Units or BEP Unit Convertibles. In the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of event that the Collateral Account consists of more than one account and (i) the Rights Agent has not received written instructions from BAM as to which account to use for any specific transaction described in this Section 8 or (ii) there shall not be an amount within the payment account designated by BAM to satisfy any applicable BEP Units Amount or Cash Amount to be delivered pursuant to this Agreement, in such cases the Rights Agent shall follow an order of account priority, to be provided in writing by BAM upon the establishment each new account, when determining which account to use for any of the Obligations transactions described in this Section 8. BAM also covenants and agrees that it will take all action within its control to ensure that any transfer agent of the manner specified BEP Unit certificates and Class A Shares will comply with the Rights Agent’s instructions in Section 9.03 hereof, subject, however, in carrying out the case purposes of amounts deposited in this Agreement. BAM shall provide the LC Sub-Account, to Rights Agent with all necessary information and contact details for each transfer agent for the provisions of Sections 2.18(j) BEP Unit certificates and 9.03Class A Shares. The Credit Parties Rights Agent shall have no right liability for the failure of any transfer agent to withdrawfacilitate or effect any transfers contemplated hereby, or for any delay in doing so, or for the failure of BAM of its obligations under this Section 8(f). Prior to any transfer or otherwise receive contemplated by this Agreement, BAM shall instruct the transfer agents for any funds deposited BEP Unit certificates and Class A Shares to follow the instructions of the Rights Agent in the Collateral Account except to the extent specifically provided connection with any exchange of Class A Shares for BEP Units as set forth herein. (cg) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance In connection with any transfer by BAM of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (BEP Units or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited BEP Unit Convertibles into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of required by this Agreement requiring which are held through DTC or another Depositary, BAM shall deliver to the Rights Agent such cover shall be held by BEP Units or BEP Unit Convertibles to the Collateral Agent in a separate sub-account designated as Account pursuant to DTC’s or such other Depositary’s Applicable Procedures. In connection with any transfer by BAM of BEP Units or BEP Unit Convertibles into the “LC Sub-Collateral Account required by this Agreement which are not held through DTC or another Depositary, BAM shall take all necessary action to cause such BEP Units or BEP Unit Convertibles to be delivered to the Collateral Account” (the “LC Sub-Account”).

Collateral Account. (a) The Each Borrower agrees to deposit in its respective Collateral Agent is hereby authorized Account or, at the Lender's option, to establish deliver to the Lender all collections on Accounts, contract rights, chattel paper and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxother rights to payment constituting Collateral (but not the proceeds of any loan to Borrower as a borrower made by any party other than Lender and permitted under the terms of this Agreement), Xxxxxxxxand all other cash proceeds of Collateral, Xxxxxxxxxxx 00000which the Borrower may receive immediately upon receipt thereof, in the name of form received, except for the Collateral Agent and pursuant to a Control Agreement (Borrower's endorsement when deemed necessary. Until delivered to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein Lender or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time deposited in the Collateral Account Accounts, all proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Lender and shall not be commingled with any funds or property of the Borrower. Amounts deposited in the Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All such collections shall constitute part proceeds of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter providedany Obligation. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds Collected funds from the Collateral AccountAccounts shall be transferred to the Lender's general account, remit and the Lender may deposit in its general account or in the Collateral Accounts any and all collections received by it directly from the Borrower. The Lender may commingle such cash proceeds on funds with other property of the Lender or any other person. The Lender or the Borrower shall, after allowing two Banking Days after deposit in the Collateral Account to or upon the order of Accounts, deposit such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect funds to the LC SubLender's Account No. 00-Account 28-995 at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullNorwest Bank Minnxxxxx, XA. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance The Lender from time to time outstanding to at its discretion shall, after allowing (i) one Banking Day after direct deposit in the credit of the Collateral Lender's Account No. 00-28-995 at Norwest Bank Xxxxxxxxx, XX, and/or (ii) such later date as may be required for collection, apply such funds to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverany and all Obligations, in the case any order or manner of amounts deposited in the LC Sub-Account, application satisfactory to the provisions of Sections 2.18(j) and 9.03Lender. The Credit Parties shall have no right All items delivered to withdraw, transfer the Lender or otherwise receive any funds deposited in the Collateral Account except Accounts shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Collateral Accounts, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the extent specifically provided hereinBorrower's commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Accounts, whether or not in fact endorsed by the Borrower. (b) If a Default or Default Period exists and upon demand of the Lender, the Borrower shall establish one or more lockbox accounts as directed by the Lender with such banks or depository institutions as shall be satisfactory to the Lender and shall irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or addresses. All payments received in such lockbox accounts shall be processed to the Collateral Accounts. (c) Amounts on deposit deposited in the Collateral Account shall not bear interest and shall not be invested from time subject to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed withdrawal by the Required Lenders as specified hereinBorrower, shall) in its (or their) discretion at any time except after full payment and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment discharge of the Obligations in the manner specified in Section 9.03 hereofall Obligations. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. The Trustee will cause to be established at a banking institution to be selected by the Trustee one or more cash collateral accounts (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxcollectively, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ), which (i) to the extent of all Investment Property or Financial Assets (other than cash) shall be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code) in respect of which the Trustee shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the Uniform Commercial Code) and (ii) to the extent of any cash, shall be a deposit account in respect of which the Trustee is the customer (as contemplated by Section 9-104(a)(3) of the Uniform Commercial Code) and into the Collateral Account which there shall be deposited from time to time (i) the cash proceeds of any of the Collateral (including proceeds of insurance thereon) that the Trustee requests pursuant to Section 4.02 be delivered hereunder and into which a Grantor Party may from time to time deposit any disposition thereof) additional amounts that any of them wishes to pledge to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge Trustee as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long as If at any time following request by the Trustee pursuant to Section 4.02 no Event of Default has occurred and is continuing or will result therefromshall be continuing, the Collateral Agent shall, within one Business Day’s Trustee shall remit the collected balance standing to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long the respective Grantor Party as such Credit Grantor Party has satisfied through the conditions relating thereto set forth in Section 9.02Company shall from time to time instruct, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account provided that at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent Trustee may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Obligations any Secured Obligation then due and payable in the manner specified in Section 9.03 hereof5.09. In addition, subject, however, in the case of amounts deposited in Company may at any time request that the LC Sub-Account, balance from time to time standing to the provisions credit of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except be applied to the extent specifically provided herein. (c) Amounts on deposit payment of any Secured Obligations then due and payable in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx00 Xxxx Xxxxxx, XxxxxxxxXxx Xxxx, Xxxxxxxxxxx Xxx Xxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Agent, a restricted deposit account designated “"Xxxxxxx, Inc. Collateral Account”. Each Credit Party ." The Company and each Loan Party, as applicable, shall deposit into the Collateral Account from time to time (i) the cash proceeds Net Cash Proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Credit Document, (ii) the cash proceeds Net Cash Proceeds of any Casualty Event with respect to Collateral Collateral, to the extent contemplated herein or in any other Loan Credit Document, and (iii) any cash such Credit Party Person is required to pledge as additional collateral security hereunder pursuant to the Loan Credit Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefromcontinuing, the Collateral Agent shall, shall within one two Business Day’s Days of receiving a request of the applicable Credit Party Company for release of cash proceeds from the Collateral Account constituting (i) Net Cash Proceeds from the Collateral Account, relating to any Asset Sale or Extraordinary Receipts relating to any Casualty Event remit such cash proceeds on deposit in the Collateral Account to the Company or upon a Restricted Subsidiary of the order of such Credit PartyCompany, as instructed by the Company, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall 8.2 have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullsatisfied. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.038.3. The Credit Parties Company shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested from time to time in Cash Equivalents as the applicable Credit Party Company (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determinedetermine by written instruction to the Collateral Agent, or if no such instructions are given, then as the Collateral Agent, in its sole discretion, shall determine which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof8.3. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx XxxxxxxxxEleven Madison Avenue, XxxxxxxxNew York, Xxxxxxxxxxx 00000, New York as a blocked account in the name of Company and under the Collateral Agent sole dominion and pursuant to a Control Agreement (to the extent requested)control of Secured Party, a restricted deposit account designated “as "The Ackxxxxx Xxoup, Inc. Collateral Account”". Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Lenders, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or or, except as expressly set forth herein, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-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 the occurrence and during the continuance initiating a transfer of an Event of Default, funds to the Collateral Agent) Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Collateral Account shall determine, which Cash Equivalents not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the name Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and be under the control terms. Subject to Secured Party's rights hereunder, any interest earned on deposits of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) cash in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be deposited directly in, and held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “URS Corporation Collateral Account” (the “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time ) for purposes of depositing any Aggregate Available Amount required to time (ibe deposited pursuant to Section 10(d) the cash proceeds of and any Net Insurance/Condemnation Proceeds pursuant to subsection 6.4C(ii)(b) of the Collateral (including pursuant to Credit Agreement. All amounts at any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Pledgors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Administrative Agent, Lenders and Swap Counterparties, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Pledgors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Pledgor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Pledgor shall, promptly after initiating a transfer of funds to the occurrence Collateral Account, give notice to Secured Party by telefacsimile of the date, amount and during method of delivery of such deposit. Cash held by Secured Party in the continuance Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of an Event the Board of DefaultGovernors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that Company is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 10(d) shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, List of Exhibits whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. Secured Party is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of the Credit under Agreement and Section 10(d), if any provision of this Agreement requiring such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Company or at Company’s direction.

Collateral Account. (aA) The After all obligations under the Senior Credit Agreement have been satisfied in full in cash or other payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, promptly upon and at all times after the receipt of any Net Available Cash resulting from the Transfer of any Collateral Agent is hereby authorized to in accordance with the terms of the Indenture, the Pledgor shall establish and shall thereafter maintain a collateral account (the "COLLATERAL ACCOUNT") at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in the name offices of the Trustee or any securities intermediary selected by the Pledgor having a combined capital and surplus of at least $250 million and having a long-term debt rating of at xxxxx "X0" by Xxxxx'x Investors Service, Inc. and at least "A- -" by Standard & Poor's Rating Group, which shall be designated as the "Sunbeam Collateral Agent Account" and shall be under the exclusive dominion and control of the Trustee pursuant to a Control Agreement control agreement substantially in the form of Exhibit A hereto (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof"CONTROL AGREEMENT") to which the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event Trustee agrees to execute upon request. Any income received with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time standing to the credit of the Collateral Account, including any interest or capital gains on Temporary Cash Investments, shall remain in or be credited to the Collateral Account. All right, title and interest in and to the cash amounts credited from time to time to the Collateral Account together with any Temporary Cash Investments from time to time made pursuant to Section 5(B) shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, At the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for Pledgor, the Trustee shall release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit any amounts in the Collateral Account to or upon in order that the order of Pledgor may apply such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth amounts in accordance with Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all 4.07 of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided hereinIndenture. (cB) Amounts on deposit in credited to the Collateral Account shall be invested and re- invested from time to time in such Temporary Cash Equivalents Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Pledgor shall determine, which Temporary Cash Equivalents Investments shall be held in subject to the name Control Agreement and be under the control of the Collateral Agent Trustee. (or any sub-agent); provided that at any C) The Trustee agrees not to deliver a Notice of Sole Control (as defined in the Control Agreement) until such time after the occurrence and during the continuance of as an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time Acceleration exists and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofis continuing. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Agent is hereby authorized Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, foreclosures on or sales of Collateral or any other awards or proceeds pursuant to establish the Collateral Documents, including earnings, revenues, rents, issues, profits and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxincome from the Collateral received pursuant to the Collateral Documents, Xxxxxxxx, Xxxxxxxxxxx 00000, shall be deposited in the name of the Collateral Agent and pursuant to a Control Agreement (Account to the extent requestedrequired by this Indenture, the Collateral Documents or the Intercreditor Agreements, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 4.10, Section 6.13 and Section 11.08), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit In connection with any and all deposits to be made into the Collateral Account from time under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash make such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documentsdeposit. (b) The balance from time to time Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute part Cash Equivalents and that no Event of the Collateral Default shall have occurred and shall not constitute payment of the Obligations until applied as hereinafter providedbe continuing. So long as no Event of Default has shall have occurred and is continuing or will result therefrombe continuing, the Collateral Agent shallCompany may direct the Trustee to sell, within one Business Day’s liquidate or cause the redemption of receiving a request of any such investments and to transmit the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in Company or its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverdesignee, in the case of amounts deposited in the LC Sub-Accounteach case, to the provisions extent permitted under Section 4.10 hereof, such direction to certify that no Event of Sections 2.18(j) and 9.03. The Credit Parties Default shall have no right to withdraw, transfer occurred and be continuing. Any gain or otherwise receive income on any investment of funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time credited to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Account. The Trustee shall determine, which Cash Equivalents shall be held have no liability for any loss incurred in the name and be under the control of the Collateral Agent (connection with any investment or any sub-agent); provided that at any time after sale, liquidation or redemption thereof made in accordance with the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision provisions of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”Section 11.11(b).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “Xxxx’x Xxxxx Steak House, Inc. Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Pledgors but shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Pledgors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Pledgor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Pledgor shall, promptly after initiating a transfer of funds to the occurrence Collateral Account, give notice to Secured Party by telefacsimile of the date, amount and during method of delivery of such deposit. Cash held by Secured Party in the continuance Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of an Event the Board of DefaultGovernors of the Federal Reserve System or other applicable law, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that Company is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 12(c) shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. Secured Party is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of the Credit under Agreement and Section 12(c), if any provision of this Agreement requiring such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Company or at Company’s direction.

Collateral Account. (a) The Collateral Administrative Agent is hereby authorized shall cause JPMorgan Chase to establish and maintain at its office at 000 Xxxxxxxxxx Xxxxxxxxxa single, Xxxxxxxx, Xxxxxxxxxxx 00000, in segregated trust account (the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ), which shall deposit be a “securities account” (as defined in Section 8-501(a) of the Uniform Commercial Code) and in respect of which the Administrative Agent shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the Uniform Commercial Code), into the Collateral Account which there shall be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant proceeds of insurance thereon) required to any disposition thereof) be delivered to the extent contemplated herein or Administrative Agent pursuant hereto and into which the Obligor shall deposit such additional amounts as provided in any other Loan DocumentSection 2.05(l) of the Credit Agreement, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is as it may be required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) thereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance standing to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Obligor as the Obligor through the Borrower shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 5.08 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Collateral Agent) shall determineObligor agrees that, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to of any Collateral hereunder shall be received by it, the payment Obligor shall, upon the request of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring Account. Until so deposited, all such cover proceeds shall be held in trust by the Collateral Agent in a separate sub-account designated Obligor for and as the “LC Sub-Account” (property of the “LC Sub-Account”)Administrative Agent and shall not be commingled with any other funds or property of the Obligor.

Collateral Account. (a) The Collateral Agent is hereby authorized will cause to establish and maintain be established at its office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, in a banking institution to be selected by the name of Required Holders a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ), which (i) to the extent of all Investment Property or Financial Assets (other than cash) shall deposit into be a “securities account” (as defined in Section 8-501 of the UCC) in respect of which the Collateral Agent shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) and (ii) to the extent of any cash, shall be a Deposit Account and into which there shall be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant proceeds of insurance thereon) required to any disposition thereof) be delivered to the extent contemplated herein or in Collateral Agent pursuant hereto and into which the Obligors may from time to time deposit any other Loan Document, (ii) the cash proceeds additional amounts that any of any Casualty Event with respect them wishes to Collateral pledge to the extent contemplated herein Collateral Agent for the benefit of the Secured Parties as additional collateral security hereunder or that, as provided in any the Securities Purchase Agreement or the other Loan DocumentPurchase Documents, and (iii) any cash such Credit Party is they are required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Agent shall, within one Business Day’s shall remit the collected balance standing to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long the respective Obligor as such Credit Party has satisfied Obligor through the conditions relating thereto set forth in Section 9.02Issuer shall from time to time instruct. However, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if so instructed by the Required Lenders as specified herein, shallHolders) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.035.09. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxxx XxxxxxxxxAt any time that there shall exist a Defaulting Lender, Xxxxxxxx, Xxxxxxxxxxx 00000, in within one Business Day following the name written request of the Collateral Agent and pursuant to a Control Agreement (to Agent, the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party Borrowers shall deposit into Cash Collateralize the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 3.12.(e) and any Cash Collateral to provided by such Defaulting Lender) in an amount not less than the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan DocumentsMinimum Collateral Amount. (b) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the MG Borrower hereby pledges and grants to the Agent, for the ratable benefit of the Issuing Bank and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balance balances from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Letter of Credit Liabilities until applied by the Agent as hereinafter providedprovided herein. So long as no Event of Default has occurred and is continuing or will result therefromAnything in this Agreement to the contrary notwithstanding, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds held in the Collateral Account shall be subject to or upon the order of such Credit Party, so long withdrawal only as such Credit Party has satisfied the conditions relating thereto set forth provided in Section 9.02, this Section. (iic) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect Notwithstanding anything to the LC Sub-Account at such time as all contrary contained in this Agreement, Cash Collateral provided under Section 11.5.(a) or Section 3.12. in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) shall have been terminated and all be applied to the satisfaction of the liabilities Defaulting Lender’s obligation to fund participations in respect of the Letters Letter of Credit have been paid in full. At Liabilities for which the Cash Collateral was so provided, prior to any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower other application of such application or cause to property as may otherwise be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided for herein. (cd) Amounts on deposit in the Collateral Account shall be invested from time to time and reinvested by the Agent in Cash Equivalents Permitted Investments as the applicable Credit Party (or, after the occurrence Agent shall determine in its sole discretion. All such investments and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents reinvestments shall be held in the name of and be under the sole dominion and control of the Agent for the ratable benefit of the Lenders. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (e) If a drawing pursuant to any Letter of Credit occurs on or any sub-agent); provided that at any time after prior to the occurrence expiration date of such Letter of Credit, the MG Borrower and during the continuance of Lenders authorize the Agent to use the monies deposited in the Collateral Account and proceeds thereof to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. (f) If an Event of DefaultDefault exists, the Collateral Agent may (andRequisite Lenders may, if instructed by the Required Lenders as specified hereinin their discretion, shall) in its (or their) discretion at any time and from time to time elect time, instruct the Agent to liquidate any such Cash Equivalents investments and to reinvestments and apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in accordance with Section 9.03 hereof11.4. (dg) Amounts deposited into So long as no Default or Event of Default exists, and to the extent amounts on deposit in or credited to the Collateral Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing, the Agent shall, from time to time, at the request of the MG Borrower, deliver to the MG Borrower within 10 Business Days after the Agent’s receipt of such request from the MG Borrower, against receipt from the MG Borrower but without any recourse, warranty or representation whatsoever, such amount of the credit balances in the Collateral Account as cover for liabilities in respect exceeds the aggregate amount of Letters the Letter of Credit under Liabilities at such time. (h) The MG Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent’s administration of the Collateral Account and investments and reinvestments of funds therein. (i) Notwithstanding the foregoing, Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to Section 11.5.(a) following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) at any provision of this Agreement requiring such cover time that there exists excess Cash Collateral as provided Section 11.5.(g); provided that, subject to Section 3.12. the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; and provided, further that to the extent that such Cash Collateral was provided by the MG Borrower, such Cash Collateral Agent in a separate sub-account designated as shall remain subject to the “LC Sub-Account” (security interest granted pursuant to the “LC Sub-Account”)Loan Documents.