Common use of Collateral Account Clause in Contracts

Collateral Account. The Company will, if so instructed by the Agent (at the request of the Required Secured Parties), establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) a cash collateral account (the “Collateral Account”), which (i) to the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, 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 in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Agent pursuant hereto and into which the Company may from time to time deposit any additional amounts that any of them wishes to pledge to the Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge as additional collateral security 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. The Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Company as the Company shall from time to time instruct, provided that at any time after the occurrence and during the continuance of an Event of Default, the Agent may, at the direction of the Required Secured Parties, apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed by the Administrative Agent (at the request of the Required Secured Parties), may establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) with Chase a cash collateral account (the “"Collateral Account”"), which (i) to the extent of all Investment Property or Financial Assets shall which may be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “entitlement holder” as defined in Section 8-102(a)(7) of the UCC, and "securities account" (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 98-104(a)(3) 501 of the UCCUniform Commercial Code), in the name and under the sole control of the Administrative Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company Guarantor may from time to time deposit any additional amounts that any of them it wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge Lenders as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing outstanding to the credit of the Collateral Account to or upon the order of the Company Guarantor as the Company Guarantor shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at if instructed by the direction Lenders as specified in Section 10.03 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.096.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed by the Administrative Agent (at the request of the Required Secured Parties), may establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) with JPMorgan Chase Bank a cash collateral account (the “Collateral Account”), which (i) to the extent of all Investment Property or Financial Assets shall which may be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “entitlement holdersecurities account” as defined in Section 8-102(a)(7) of the UCC, and (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 98-104(a)(3) 501 of the UCCUniform Commercial Code), in the name and under the sole control of the Administrative Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) ), dividends and other distributions with respect thereto required to be delivered to the Administrative Agent pursuant hereto and into which the Company any Obligor may from time to time deposit any additional amounts that any of them which it wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge Lenders as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing outstanding to the credit of the Collateral Account (other than amounts deposited in the LC Exposure Sub-Account) to or upon the order of the Company any Obligor as the Company Borrower shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at if instructed by the direction Lenders as specified in Article VIII of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.095.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed by the Administrative Agent (will cause to be established at the request of the Required Secured Parties), establish at a one or more banking institution institutions to be selected by the Administrative Agent accounts (at collectively, the direction "Collateral Account"), which shall be one or more Securities Accounts and Deposit Accounts, each in the name and under the sole dominion and control of the Required Secured Parties) a cash collateral account (Administrative Agent and, in the “Collateral Account”), which (i) to the extent case of all Investment Property or Financial Assets shall be a Securities Account Account, in respect of which the AgentAdministrative Agent is the Entitlement Holder, for the benefit of the Secured Parties, 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 in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which or that, as provided in Section 2.05(k) of the Company may from time to time deposit any additional amounts that Credit Agreement, any of them wishes to pledge to the Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they Obligors are required to pledge as additional cash collateral security hereunderor otherwise deposit into the Collateral Account. The balance Financial Assets and other property and balances credited to the Collateral Account 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. The Except as provided (a) in the next sentence with respect to an Event of Default or (b) with respect to the amount of the LC Exposure Sub-Account, the Administrative Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Company as the Company Lead Borrower shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at the direction of if instructed by the Required Secured PartiesLenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal and application only as provided hereinherein (including this Section and Sections 4.04 and 5.09)."

Collateral Account. The Company will, if so instructed by (a) There is hereby established with the Administrative Agent (at the request of the Required Secured Parties), establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) a cash collateral account (the “"Collateral Account”), which (i") to in the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which name and under the Agent, for the benefit control of the Secured Parties, 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 in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and Administrative Agent into which there shall be deposited from time to time (i) the cash proceeds of any of the Collateral (including including, without limitation, proceeds of insurance thereonAccounts to the extent provided in Section 4.03 hereof) required to be delivered to the Administrative Agent pursuant hereto or pursuant to the Credit Agreement and into which the Company Securing Parties may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder Lenders, and (ii) to the extent provided in Section 4.02, any cash proceeds of insurance, condemnation award or that they are required to pledge as additional collateral security hereunderother compensation in respect of any Casualty Event affecting any Property of the Borrower or any of its Subsidiaries (whether received by the Administrative Agent or by the Borrower or any of its Subsidiaries). 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. The Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Company as the Company shall from time to time instruct, provided that at any time after the occurrence and during the continuance of an Event of Default, the Agent may, at the direction of the Required Secured Parties, apply or cause to be applied . (subject to collectionb) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.in this paragraph (b)and Section

Collateral Account. The Company will, if so instructed by the Administrative Agent (at the request of the Required Secured Parties), may establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) with Chase a cash collateral account (the “"Collateral Account”"), which (i) to the extent of all Investment Property or Financial Assets shall which may be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “entitlement holder” as defined in Section 8-102(a)(7) of the UCC, and "securities account" (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 98-104(a)(3) 501 of the UCCUniform Commercial Code), in the name and under the sole control of the Administrative Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company may from time to time deposit any additional amounts that any of them which it wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge Lenders as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing outstanding to the credit of the Collateral Account to or upon the order of the Company as the Company shall from time to time instruct, ; provided that the Net Available Proceeds from Dispositions deposited in the Collateral Account (but not the investment earnings thereof) shall remain in the Collateral Account until withdrawn as permitted or required by Section 2.10(c) of the Credit Agreement. However, at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at if instructed by the direction Lenders as specified in Section 10.03 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.095.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided hereinherein and in Section 2.10(c) of the Credit Agreement.

Collateral Account. The Company will, if so instructed by There is hereby established with the Administrative Agent (at the request of the Required Secured Parties), establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) a cash collateral account (the “Collateral Account”), which (i"COLLATERAL ACCOUNT") to in the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which name and under the Agent, for the benefit sole dominion and control of the Secured Parties, 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 in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and Administrative Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company Securing Parties may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the benefit of the Secured Parties Lenders as additional collateral security hereunder or that that, as provided in Sections 2.10 and 10 of the Credit Agreement, they are required to pledge as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing outstanding to the credit of the Collateral Account to or upon the order of the Company respective Securing Party as such Securing Party through the Company Parent shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at if instructed by the direction Lenders as specified in Section 11.03 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.095.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed by the Administrative Agent (at the request of the Required Secured Parties), establish may cause to be established at a banking institution to be selected by the Administrative Agent (at the direction of the Required Secured Parties) a cash collateral account (the “Collateral Account”"COLLATERAL ACCOUNT"), which (i) to the extent of all Investment Property or Financial Assets shall which may be a Securities Account "securities account" (as defined in Section 8501 of the Uniform Commercial Code), in the name and under the sole dominion and control of the Administrative Agent (and, in the case of a securities account, in respect of which the Agent, for Administrative Agent is the benefit of the Secured Parties, shall be the “"entitlement holder” " (as defined in Section 8-102(a)(78102(a)(7) of the UCCUniform Commercial Code)), and (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company Obligors may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge Lenders as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Company respective Obligor as such Obligor through the Company Borrower shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at the direction of if instructed by the Required Secured PartiesLenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed by the Administrative Agent (at the request of the Required Secured Parties), establish will cause to be established at a banking institution to be selected by the Administrative Agent (at the direction of the Required Secured Parties) a cash collateral account (the “"Collateral Account”"), which (i) to the extent of all Investment Property or Financial Assets shall which may be a Securities Account "securities account" (as defined in Section 8-501 of the Uniform Commercial Code), in the name and under the sole dominion and control of the Administrative Agent (and, in the case of a securities account, in respect of which the Agent, for Administrative Agent is the benefit of the Secured Parties, shall be the “"entitlement holder” " (as defined in Section 8-102(a)(7) of the UCCUniform Commercial Code)), and (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company Obligors may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the benefit of the Secured Parties Lenders as additional collateral security hereunder or that that, as provided in the Credit Agreement, they are required to pledge as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Company respective Obligor as such Obligor through the Company Borrower shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at if instructed by the direction Lenders as specified in Section 10.02(c) of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed by There shall be established with the Collateral Agent (at the request of the Required Secured Parties), establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) a cash collateral account (the “"Collateral Account”), which (i") to in the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which name and under the Agent, for the benefit sole dominion and control of the Secured Parties, 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 in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and Collateral Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) to the extent required under the Credit Documents required to be delivered to the Collateral Agent pursuant hereto and into which the Company may from time to time deposit any additional amounts that any of them wishes to pledge to the Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they the Securing Parties are required to pledge as additional collateral security hereunder; provided that proceeds of insurance on any of the Collateral shall not be required to be deposited into the Collateral Account to the extent such proceeds are deposited in an account as to which a Securities Account Control Agreement is in effect. 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. The Except as expressly provided in the next sentence, the Collateral Agent shall remit the collected balance standing outstanding to the credit of the Collateral Account to or upon the order of the Company respective Securing Party as such Securing Party through the Company Borrower shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Collateral Agent maymay (and, at if instructed by the direction Secured Parties as specified in Section 9.01 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.095.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company willCollateral Agent will cause to be established account #1576037112, if so instructed titled “Radnor Hld Coll”, and maintained by and in the Agent (at the request sole name of the Required Secured Parties), establish at a banking institution selected by the Collateral Agent (at the direction of the Required Secured Parties) a cash collateral account (the “Collateral Account”), which (i) to the extent of all Investment Property or Financial Assets (other than cash) credited thereto shall be a Securities Account “securities account” (as defined in Section 8-501 of the UCC) in respect of which the Agent, for the benefit of the Secured Parties, 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 cashcash credited thereto, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCCAccount, and into which there shall be deposited each Obligor agrees to deposit from time to time the cash proceeds of any of the Collateral or the Mortgaged Property consisting of Investment Property, Financial Assets and cash (including proceeds in respect of insurance thereonAsset Sales contemplated by Section 1009 of the Indenture and in respect of Events of Loss contemplated by Section 1017 of the Indenture) required to be delivered to the Collateral Agent pursuant hereto to said Sections 1009 and into which the Company may from time to time deposit any additional amounts that any of them wishes to pledge to the Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge as additional collateral security hereunder1017. 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. The Agent Until so deposited, all such Proceeds shall remit be held in trust by such Obligor for and as the collected balance standing to the credit property of the Collateral Account to Agent and shall not be commingled with any other funds or upon the order property of the Company as the Company shall from time to time instruct, provided that at any time after the occurrence and during the continuance of an Event of Default, the Agent may, at the direction of the Required Secured Parties, apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided hereinsuch Obligor.

Collateral Account. The Company will, if so instructed by the Administrative Agent (will cause to be established at the request of the Required Secured Parties), establish at a one or more banking institution institutions to be selected by the Administrative Agent accounts (at collectively, the direction "Collateral Account "), which shall be one or more Securities Accounts and Deposit Accounts, each in the name and under the sole dominion and control of the Required Secured Parties) a cash collateral account (Administrative Agent and, in the “Collateral Account”), which (i) to the extent case of all Investment Property or Financial Assets shall be a Securities Account Account, in respect of which the AgentAdministrative Agent is the Entitlement Holder, for the benefit of the Secured Parties, 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 in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which or that, as provided in Section 2.05(k) of the Company may from time to time deposit any additional amounts that Credit Agreement, any of them wishes to pledge to the Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they Obligors are required to pledge as additional cash collateral security hereunderor otherwise deposit into the Collateral Account. The balance Financial Assets and other property and balances credited to the Collateral Account 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. The Except as provided (a) in the next sentence with respect to an Event of Default or (b) with respect to the amount of the LC Exposure Sub-Account, the Administrative Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Company as the Company Lead Borrower shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at the direction of if instructed by the Required Secured PartiesLenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing stand ing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal and application only as provided hereinherein (including this Section and Sections 4.04 and 5.09)."

Collateral Account. The Company will, if so instructed by the Administrative Agent (at the request of the Required Secured Parties), may establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) with Chase a cash collateral account (the “"Collateral Account”"), which (i) to the extent of all Investment Property or Financial Assets shall which may be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “entitlement holder” as defined in Section 8-102(a)(7) of the UCC, and "securities account" (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 98-104(a)(3) 501 of the UCCUniform Commercial Code), in the name and under the sole control of the Administrative Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company may from time to time deposit any additional amounts that any of them which it wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge Lenders as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing outstanding to the credit of the Collateral Account to or upon the order of the Company as the Company shall from time to time instruct, ; provided that the Net Available Proceeds from Dispositions deposited in the Collateral Account (but not the investment earnings thereof) shall remain in the Collateral Account until withdrawn as permitted or required by Section 2.10(c) of the Credit Agreement. However, at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at if instructed by the direction Lenders as specified in Section 10.03 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed by the Administrative Agent (shall establish with Chemical Bank at the request of the Required Secured Parties), establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) Principal Office a cash collateral account (the “"Collateral Account”), which (i") to in the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which name and under the Agent, for the benefit control of the Secured Parties, 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 in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and Administrative Agent into which there shall be deposited from time to time (i) the cash proceeds Proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered deposited in the Collateral Account pursuant to the Credit Agreement, (ii) prior to their disbursement, cash Proceeds required to be disbursed by the Administrative Agent pursuant hereto to Section 6.04, and into (iii) any additional amounts which the Company may from time wishes (subject to time deposit any additional amounts that any of them wishes to pledge to the Agent for the benefit Section 4.01(b) of the Secured Parties as additional collateral security hereunder or that they are required Credit Agreement) to pledge as additional collateral security hereunderunder this Agreement or which, as provided in the Credit Agreement, are required to be pledged as additional collateral security under this Agreement. 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 providedprovided in this Agreement. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing outstanding to the credit of the Collateral Account to or upon the order of the Company as the Company shall from time to time instruct. However, provided that at if any time after the occurrence and during the continuance of an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent maymay (and, at if instructed by the direction Lenders as specified in Section 9 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.096. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.balance

Collateral Account. The Company will, if so instructed by the Administrative Agent (at the request of the Required Secured Parties), may establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) with Chase a cash collateral account (the “"Collateral Account”"), which (i) to the extent of all Investment Property or Financial Assets shall which may be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “entitlement holder” as defined in Section 8-102(a)(7) of the UCC, and "securities account" (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 98-104(a)(3) 501 of the UCCUniform Commercial Code), in the name and under the sole control of the Administrative Agent into which there shall be deposited from time to time the cash proceeds of any of the Series A Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company Guarantor may from time to time deposit any additional amounts that any of them it wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge Series A Lenders as additional collateral security hereunder. The balance from time to time in the Collateral Account shall constitute part of the Series A Collateral hereunder and shall not constitute payment of the Series A Secured Obligations until applied as hereinafter provided. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing outstanding to the credit of the Collateral Account to or upon the order of the Company Guarantor as the Company Guarantor shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at if instructed by the direction Series A Lenders as specified in Section 10.03 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing outstanding to the credit of the Collateral Account to the payment of the Series A Secured Obligations in the manner specified in Section 5.096.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed by the Agent (at the request of the Required Secured Parties), shall establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) with Chase a cash collateral account (the “"Collateral Account”), which (i") to in the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which name and under the Agent, for the benefit control of the Secured Parties, 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 in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Agent pursuant hereto and into which the Company may from time to time deposit any additional amounts that any of them it wishes to pledge to the Agent for the benefit of the Secured Parties Lenders as additional collateral security hereunder or that they are that, as provided in Sections 2.10 and 10 of the Credit Agreement, it is required to pledge as additional collateral security 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. The As promptly as possible after any amount is deposited into the Collateral Account pursuant to the second or third sentence of Section 4.02 hereof, the Agent shall remit the collected balance standing of such amount (if any) to the Company's account (#910-2-668754) with Chase. However, the Agent may (and, if instructed by the Lenders of the Credit Agreement shall) at any time in its (or their) discretion apply or cause to be applied the balance from time to time outstanding to the credit of the Collateral Account to or upon the order repayment of the Company as principal of the Company shall from time Revolving Credit Loans outstanding, to time instructaccrued interest on the principal so repaid, provided that and to the payment of any commitment fees with respect to the Revolving Credit Commitments, in each case in accordance with the Credit Agreement. Notwithstanding the above, at any time after following the occurrence and during the continuance of an Event of Default, the Agent maymay (and, at if instructed by the direction Lenders as specified in Section 11.03 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.095.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company willUpon the occurrence and during the continuance of an Event of Default, if so instructed by the Administrative Agent (at the request of the Required Secured Parties), establish may cause to be established at a banking institution to be selected by the Administrative Agent (at the direction of the Required Secured Parties) a cash collateral account (the “"Collateral Account”"), which (i) to the extent of all Investment Property or Financial Assets shall which may be a Securities Account "securities account" (as defined in Section 8501 of the Uniform Commercial Code), in the name and under the sole dominion and control of the Administrative Agent (and, in the case of a securities account, in respect of which the Agent, for Administrative Agent is the benefit of the Secured Parties, shall be the “"entitlement holder” " (as defined in Section 8-102(a)(78102(a)(7) of the UCCUniform Commercial Code)), and (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company Obligors may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge Lenders as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Company respective Obligor as such Obligor through the Company Borrower shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at the direction of if instructed by the Required Secured PartiesLenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company will, if so instructed Administrative Agent may cause to be established by the Agent (at the request of the Required Secured Parties), establish at a banking institution selected by the Agent (at the direction of the Required Secured Parties) a cash collateral account (the “Collateral Account”), which (i) to the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “entitlement holder” Intermediary (as defined in Section 8-102(a)(7102(a)(14) of the UCC, and Uniform Commercial Code) a "securities account" (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 98-104(a)(3501 of the Uniform Commercial Code) in the name of the Administrative Agent as "entitlement holder" (within the meaning of Section 8-102(a)(17) of the UCC, and Uniform Commercial Code) (the "Collateral Account") into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company Obligors may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the benefit of the Secured Parties as additional collateral security hereunder or that they are required to pledge Lenders as additional collateral security hereunder. The balance Property from time to time in credited to the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected cash credit balance standing to the credit of the Collateral Account to or upon the order of the Company respective Obligor as such Obligor through the Company Borrower shall from time to time instruct. However, provided that at any time after following the occurrence and during the continuance of an Event of Default, the Administrative Agent maymay (and, at if instructed by the direction Lenders as specified in Section 10 of the Required Secured PartiesCredit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.095.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Company Debtor will, if so instructed by the Agent (at the request of the Required Secured Parties)Administrative Agent, establish at a banking institution selected by the Administrative Agent (at the direction of the Required Secured Parties) a cash collateral account (the “Collateral Account”), which (i) to the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, Administrative 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 in respect of which the Agent, for the benefit of the Secured Parties, Administrative Agent shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Company Debtor may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the benefit of the Secured Parties Creditors as additional collateral security hereunder or that they are required to pledge as additional collateral security 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. The Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Company Debtor as the Company Debtor shall from time to time instruct, provided provided, that at any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may, at the direction of the Required Secured Parties, may in its discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.