Common use of Collateral Account Clause in Contracts

Collateral Account. The Administrative Agent may establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor may from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor as the Guarantor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The There is hereby established with the Administrative Agent may establish with Chase a cash collateral account (the "“Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor Company may from time to time deposit any additional amounts that it wishes to pledge to the 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, 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Company as the Guarantor Company shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 11.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.9 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Company agrees that if the proceeds of any Collateral hereunder shall be received by it, 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 Company for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Company.

Collateral Account. The There is hereby established with the Administrative Agent may establish with Chase a cash collateral account (the "“Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor Pledgors may from time to time deposit any additional amounts that it any of them wishes to pledge to the 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 Pledgor 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor respective Pledgor as the Guarantor such Pledgor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 11.03 of the Credit Agreement, shall) ), in its (or their) discretion apply 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 6.09 5.9 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder shall be received by it, such Pledgor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of such Pledgor.

Collateral Account. The There is hereby established with the Administrative Agent may establish with Chase a cash collateral account (the "“Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor Company may from time to time deposit any additional amounts that it wishes to pledge to the 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, 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Company as the Guarantor Company shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 11.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.9 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Company agrees that if the proceeds of any Collateral hereunder shall be received by it, 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 Company for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Company.

Collateral Account. The Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may establish with Chase cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of as defined in Section 8-501 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 Administrative Agent is the "entitlement holder" (as defined in Section 8102(a)(7) of the Uniform Commercial Code)), 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 Guarantor Obligors may from time to time deposit any additional amounts that it any of them wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding standing to the credit of the Collateral Account to or upon the order of the Guarantor respective Obligor as such Obligor through the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit AgreementRequired Lenders, shall) in its (or their) discretion apply 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 6.09 hereof5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may establish will cause to be ------------------ established, or has caused to be established, with The Chase a cash collateral account (the "Collateral Account"), which may be Manhattan Bank a "securities account" (within the meaning of as defined in Section 8-501 of the Uniform Commercial Code)Code (herein, the "Collateral Account") in the name and under the sole control of the Administrative Agent as ------------------ "entitlement holder" (as defined in Section 8-102-(a)(7) of the Uniform Commercial Code) 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 Guarantor any Securing Party may from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunder. The balance Property from time to time in standing to the credit of the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Administrative Agent shall remit the any collected balance outstanding cash standing to the credit of the Collateral Account to or upon the order of any Securing Party as such Securing Party through the Guarantor as the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Majority Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance collected cash 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 6.09 5.09 hereof. The balance Property from time to time in standing to the credit of the Collateral Account shall be subject to withdrawal only as provided herein. Notwithstanding the foregoing, to the extent that the Administrative Agent is not a "qualified intermediary" within the meaning of Section 1.1031(k)- 1(g)(4)(iii) of the Treasury Department regulations promulgated under the Code (a "Qualified Intermediary"), the cash proceeds held in the Collateral Account --------- ------------ may be held by a Qualified Intermediary selected by the Borrower (and satisfactory to the Administrative Agent) acting as a sub-agent of the Administrative Agent for the benefit of the Lenders as collateral security hereunder.

Collateral Account. The Administrative Agent may establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Revolving Credit Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Guarantor Company may from time to time deposit any additional amounts that which it wishes to pledge to the Administrative Agent for the benefit of the Revolving Credit Lenders as additional collateral security hereunder. The balance from time to time in the Collateral Account shall constitute part of the Revolving Credit Collateral hereunder and shall not constitute payment of the Revolving Credit Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Company as the Guarantor 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 following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Revolving Credit Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 Revolving Credit Secured Obligations in the manner specified in Section 6.09 5.09 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 Administrative Agent may establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor Company may from time to time deposit any additional amounts that which it wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Company as the Guarantor 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 following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.5.09

Collateral Account. The Administrative Agent may establish with Chase a cash collateral account will cause to be established at one or more banking institutions to be selected by the Administrative Agent accounts (collectively, the "Collateral Account"), which may shall be a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code)one or more Securities Accounts and Deposit Accounts, each 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 Administrative Agent is the Entitlement Holder, 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 or that, as provided in Section 2.05(k) of the Credit Agreement, any of the Obligors are required to pledge as cash collateral or otherwise deposit into the Collateral Account. The Financial Assets and into which other property and balances credited to the Guarantor may Collateral Account from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided (a) in the next sentencesentence 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 outstanding standing to the credit of the Collateral Account to or upon the order of the Guarantor as the Guarantor Lead Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit AgreementRequired Lenders, shall) in its (or their) discretion apply 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 6.09 hereof5.09. 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 Administrative Agent may establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor may from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor as the Guarantor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Series A Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 Series A Secured Obligations in the manner specified in Section 6.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may at any time establish with at Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor Company may from time to time deposit any additional amounts that which it wishes to pledge to the Administrative Agent for the benefit of the Lenders Banks 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 Enhance Pledge Agreement Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Company as the Guarantor Company shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders Banks as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.08 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Company agrees that if the proceeds of any Collateral hereunder shall be received by it, 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 Company for and as the property of the Agent and shall not be commingled with any other funds or property of the Company.

Collateral Account. The Administrative There shall be established with the Collateral Agent may establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code), ) in the name and under the sole dominion and control of the Administrative 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 Administrative Collateral Agent pursuant hereto and into which or that the Guarantor may from time to time deposit any additional amounts that it wishes Securing Parties are required to pledge to the Administrative Agent for the benefit of the Lenders 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. Except as expressly provided in the next sentence, the Administrative Collateral Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor respective Securing Party as such Securing Party through the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent may (and, if instructed by the Lenders Secured Parties as specified in Section 10.03 9.01 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may establish with Chase will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of 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 Administrative Agent is the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code)), 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 Guarantor Obligors may from time to time deposit any additional amounts that it any of them wishes to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding standing to the credit of the Collateral Account to or upon the order of the Guarantor respective Obligor as such Obligor through the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 10.02(c) of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein5.09.

Collateral Account. The Administrative Agent may shall establish with Chase Chemical Bank at the Principal Office a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code), ) in the name and under the sole control of the 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 which the Guarantor may from time to time deposit (iii) any additional amounts that it which the Company wishes (subject to Section 4.01(b) of the Credit Agreement) to pledge to the Administrative Agent for the benefit of the Lenders 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Company as the Guarantor Company shall from time to time instruct. However, at if any time following the occurrence and during the continuance of an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 9 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 hereof6. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.balance

Collateral Account. The There is hereby established with the Administrative Agent may establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor Company may from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in Sections 3.02(c) 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Company as the Guarantor Company shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 11.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Company agrees that if the proceeds of any Collateral hereunder shall be received by it, 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 Company for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Company.

Collateral Account. The Administrative Agent may shall establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of 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 (or, in the case of a securities account, in respect of which the Administrative Agent is the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code)), 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 Guarantor Company may from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or 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. Except As promptly as expressly provided in possible after any amount is deposited into the next sentenceCollateral Account pursuant to the second or third sentence of Section 4.02 hereof, the Administrative Agent shall remit the collected balance outstanding of such amount (if any) to the Company's account with Chase. However, the Administrative Agent may (and, if instructed by the Majority Lenders shall) at any time in its (or their) discretion apply or cause to be applied the balance from time to time standing to the credit of the Collateral Account to or upon the order repayment of the Guarantor as principal of the Guarantor shall from time Revolving Credit Loans outstanding, to time instructaccrued interest on the principal so repaid, and to the payment of any commitment fees with respect to the Revolving Credit Commitments, in each case in accordance with the Credit Agreement. HoweverNotwithstanding the above, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 11.03 of the Credit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to Security Agreement 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 6.09 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may establish will cause to be established, or has caused to be established, with JPMorgan Chase Bank, N.A., a cash collateral account (the "Collateral Account"), which may be a "“securities account" (within the meaning of ” as defined in Section 8-501 of the Uniform Commercial Code)Code (herein, the “Collateral Account”) in the name and under the sole control of the Administrative Agent as “entitlement holder” (as defined in Section 8-102(a)(7) of the Uniform Commercial Code) 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 or to the Credit Agreement and into which the Guarantor any Securing Party may from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunder. The balance Property from time to time in standing to the credit of the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentencesentence or in Section 2.10(d) of the Credit Agreement, the Administrative Agent shall remit the any collected balance outstanding cash standing to the credit of the Collateral Account to or upon the order of any Securing Party as such Securing Party through the Guarantor as the Guarantor Borrowers shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Majority Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance collected cash 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 6.09 5.09 hereof. The balance Property from time to time in standing to the credit of the Collateral Account shall be subject to withdrawal only as provided herein. Notwithstanding the foregoing, to the extent that the Administrative Agent is not a “qualified intermediary” within the meaning of Section 1.1031(k)-1(g)(4)(iii) of the Treasury Department regulations promulgated under the Code (a “Qualified Intermediary”), the cash proceeds held in the Collateral Account may be held by a Qualified Intermediary selected by the Borrowers (and satisfactory to the Administrative Agent) acting as a sub-agent of the Administrative Agent for the benefit of the Lenders as collateral security hereunder.

Collateral Account. The Administrative Agent may shall cause JPMorgan Chase to establish with Chase a cash collateral single, segregated trust account (the "“Collateral Account"”), which may shall be a "“securities account" ” (within the meaning of as defined in Section 8-501 501(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), 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 Guarantor may from time to time Obligors shall deposit any such additional amounts that it wishes as provided in Section 2.05(l) of the Credit Agreement, as they may be required to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunderthereunder. 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding standing to the credit of the Collateral Account to or upon the order of the Guarantor respective Obligor as such Obligor through the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.08 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein. In addition to the 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 Account. Until so deposited, all such proceeds shall be held in trust by the applicable Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of any Obligor.

Collateral Account. The Administrative Agent may establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor Company may from time to time deposit any additional amounts that which it wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Company as the Guarantor 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 following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.09 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 Administrative Agent may establish with Chase cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the "Collateral AccountCOLLATERAL ACCOUNT"), which may be a "securities account" (within the meaning of as defined in Section 8-501 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 Administrative Agent is the "entitlement holder" (as defined in Section 8102(a)(7) of the Uniform Commercial Code)), 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 Guarantor Obligors may from time to time deposit any additional amounts that it any of them wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding standing to the credit of the Collateral Account to or upon the order of the Guarantor respective Obligor as such Obligor through the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit AgreementRequired Lenders, shall) in its (or their) discretion apply 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 6.09 hereof5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may shall establish with Chase a cash collateral account (the "Collateral Account"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform 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 Guarantor Company may from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or 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. Except As promptly as expressly provided in possible after any amount is deposited into the next sentenceCollateral Account pursuant to the second or third sentence of Section 4.02 hereof, the Administrative Agent shall remit the collected balance 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 Guarantor as principal of the Guarantor shall from time Revolving Credit Loans outstanding, to time instructaccrued interest on the principal so repaid, and to the payment of any commitment fees with respect to the Revolving Credit Commitments, in each case in accordance with the Credit Agreement. HoweverNotwithstanding the above, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 11.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may establish with Chase a cash collateral account will cause to be established at one or more banking institutions to be selected by the Administrative Agent accounts (collectively, the "Collateral Account"), which may shall be a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code)one or more Securities Accounts and Deposit Accounts, each 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 Administrative Agent is the Entitlement Holder, 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 or that, as provided in Section 2.05(k) or Section 6.21(d) of the Credit Agreement, any of the Obligors are required to pledge as cash collateral or otherwise deposit into the Collateral Account. The Financial Assets and into which other property and balances credited to the Guarantor may Collateral Account from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided (a) in the next sentencesentence with respect to an Event of Default, (b) with respect to the amount of the LC Exposure Sub-Account or the Special Reserve Sub-Account or (c) with respect any property deposited to the Collateral Account in connection with a Disposition as required by Section 6.21(d) of the Credit Agreement (for a period ending on the Initial Settlement Date in respect of such Disposition, if any), the Administrative Agent shall remit the collected balance outstanding standing to the credit of the Collateral Account to or upon the order of the Guarantor as the Guarantor Lead Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit AgreementRequired Lenders, shall) in its (or their) discretion apply 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 6.09 hereof5.09. 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, 4.05 and 5.09) and, in the case of the Special Reserve Sub-Account, Sections 2.20 and 5.03 of the Credit Agreement.

Collateral Account. The Administrative Agent may establish with JPMorgan Chase Bank a cash collateral account (the "“Collateral Account"”), which may be a "“securities account" ” (within the meaning of Section 8-501 of the Uniform 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 Guarantor any Obligor may from time to time deposit any additional amounts that which it wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance 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 Guarantor any Obligor as the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 Article VIII of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may establish with Chase cause to be established by a cash collateral account Securities Intermediary (as defined in Section 8-102(a)(14) of the "Collateral Account"), which may be Uniform Commercial Code) a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code), ) in the name and under the sole control of the Administrative Agent as "entitlement holder" (within the meaning of Section 8-102(a)(17) of the 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 Guarantor Obligors may from time to time deposit any additional amounts that it any of them wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected cash credit balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor respective Obligor as such Obligor through the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 10 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may shall cause JPMorgan Chase to establish with Chase a cash collateral single, segregated trust account (the "“Collateral Account"”), which may shall be a "“securities account" ” (within the meaning of as defined in Section 8-501 501(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), 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 Guarantor may from time to time Obligor shall deposit any such additional amounts that as provided in Section 2.05(l) of the Credit Agreement, as it wishes may be required to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunderthereunder. 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding standing to the credit of the Collateral Account to or upon the order of the Guarantor Obligor as the Guarantor Obligor through the Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.08 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the 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, the Obligor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Obligor.

Collateral Account. The Administrative Agent may establish with Chase a cash collateral account will cause to be established at one or more banking institutions to be selected by the Administrative Agent accounts (collectively, the "Collateral AccountAccount "), which may shall be a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code)one or more Securities Accounts and Deposit Accounts, each 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 Administrative Agent is the Entitlement Holder, 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 or that, as provided in Section 2.05(k) of the Credit Agreement, any of the Obligors are required to pledge as cash collateral or otherwise deposit into the Collateral Account. The Financial Assets and into which other property and balances credited to the Guarantor may Collateral Account from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for the benefit of the 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. Except as expressly provided (a) in the next sentencesentence 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 outstanding standing to the credit of the Collateral Account to or upon the order of the Guarantor as the Guarantor Lead Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 of the Credit AgreementRequired Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding stand ing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 6.09 hereof5.09. 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 There is hereby established with the Administrative Agent may establish with Chase a cash collateral account (the "Collateral AccountCOLLATERAL ACCOUNT"), which may be a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code), ) in the name and under the sole dominion and 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 Guarantor Securing Parties may from time to time deposit any additional amounts that it any of them wishes to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor respective Securing Party as such Securing Party through the Guarantor Parent shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as specified in Section 10.03 11.03 of the Credit Agreement, shall) in its (or their) discretion apply 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 6.09 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

Collateral Account. The Administrative Agent may establish with There has heretofore been established at Chase a cash collateral account (the "Collateral AccountCOLLATERAL ACCOUNT"), which may be a "securities account" (within the meaning of 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 is the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code)), 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 Guarantor Borrower may from time to time deposit any additional amounts that which it wishes to pledge to the Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in Section 2.10(k) of the Credit Agreement, the Borrower is required to pledge as 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. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Guarantor Borrower as the Guarantor Borrower shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by such of the Lenders as specified in Section 10.03 of are required for such purpose under the Credit Agreement, shall) ), in its (or their) discretion discretion, apply 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 6.09 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only by the Agent and only as provided herein.