Common use of Collateral Account Clause in Contracts

Collateral Account. (a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5

Collateral Account. (a) As collateral security for The Collateral Agent is hereby authorized to establish and maintain in the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit name of the Lenders as provided hereinCollateral Agent and pursuant to a Control Agreement, a security interest in all of its rightrestricted deposit account designated “Xxxxxx Entertainment, title and interest in and to Inc. Collateral Account.” Each Pledgor shall deposit into the Collateral Account and the balances from time to time all amounts required to be deposited in the Collateral Account (including by the investments Credit Agreement and reinvestments any amounts specifically required to be deposited therein provided for below)by any other Loan Documents. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of any Letter of Credit Liabilities the Obligations until applied by as hereinafter provided. At any time following the Agent as provided herein. Anything in this Agreement to occurrence and during the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name continuance of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuingDefault, the Requisite Lenders may, Collateral Agent may in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and its discretion apply or cause to be applied such proceeds and any other balances in the balance from time to time outstanding to the credit of the Collateral Account for the ratable benefit of the Lenders to the payment of the Secured Obligations in the manner specified in the Credit Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. If any Pledgor is required hereunder to deposit an amount of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in cash collateral into the Collateral Account as exceed a result of the aggregate occurrence of an Event of Default, such amount of Letter of Credit Liabilities at such time. together with interest income (eif any) The Borrowers shall pay (to the Agent from time extent not applied as provided herein or in any other Loan Document) shall be returned to time such fees Pledgor within three Business Days after all Defaults or Events of Default have been cured or waived. Deposits shall be invested in cash or Cash Equivalents, which, other than during the continuance of an Event of Default, shall be invested in such cash or Cash Equivalents as the Agent normally charges for similar services applicable Pledgor may request. Other than any interest earned on the investment of such deposits, which investments shall be made at the Pledgors’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5such account.

Collateral Account. Borrower will established with Administrative Agent an account (a) As collateral security for the prompt payment as used in full when due of all Letter of Credit Liabilities and the other Obligationsthis Section 6.21, the Borrowers hereby pledge "Collateral Account") in the name of Borrower and grant to under the Agent, for the ratable benefit sole control of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances Administrative Agent into which there shall be deposited from time to time in the cash proceeds of the Collateral required to be delivered to Administrative Agent pursuant to this Section 6.21 or pursuant to any other provision of this Agreement or any other Loan Document. In the event that, at any time, the Facility Usage shall exceed 90% of the Borrowing Base, Administrative Agent may, in its sole discretion, require Borrower to instruct all Account (including the investments Debtors and reinvestments therein provided for below). The balances from time other Persons obligated to time in make payments to Borrower on any receivables, general intangibles, instruments, or other rights to payment included within the Collateral Account to make such payments directly to Administrative Agent, in which case Borrower shall instruct that such payments be remitted to a post office box designated by and under the control of Administrative Agent and shall execute a lock box agreement and other documents related to the same as Administrative Agent shall request. All such payments shall be deposited into the Collateral Account. In addition to the foregoing, Borrower agrees that if any such payment is received by Borrower, Borrower shall as promptly as possible deposit such payments into the Collateral Account. Until so deposited, all such payments shall be held in trust by Borrower for Administrative Agent and shall not constitute payment be commingled with any other funds or property of any Letter Borrower. So long as no Default or Event of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstandingDefault shall have occurred and be continuing, collected funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested disbursed by the Administrative Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held to an operating account in the name of and be under the sole dominion and control Borrower maintained with Agent from time to time upon receipt of the a disbursement request in forms reasonably acceptable to Administrative Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances disbursement of funds in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances shall be made in the Collateral Account as exceed the aggregate amount discretion of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Administrative Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5or Majority Lenders.

Collateral Account. There was previously established with the Agent a cash collateral account (athe "COLLATERAL ACCOUNT") As collateral security for in the prompt payment in full when due of all Letter of Credit Liabilities name and under the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit control of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances Agent into which there shall be deposited from time to time in the cash proceeds of any of the Collateral Account (including required to be delivered to the investments Agent pursuant hereto and reinvestments therein provided into which the Pledgors may from time to time deposit any additional amounts that any of them wishes to pledge to the Agent for below)the benefit of the Banks as additional collateral security hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the respective Pledgor as such Pledgor through the Company shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Agent may (and, if instructed by the Agent Banks as provided herein. Anything specified in this Agreement Section 11.03 of the Second Amended and Restated 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 contrary notwithstanding, funds held credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13herein. (b) Amounts on In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder shall be received by it, such Pledgor shall AMENDED AND RESTATED PLEDGE AGREEMENT as promptly as possible deposit in such proceeds into the Collateral Account shall be invested and reinvested by the Agent in Account. Until so deposited, all such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments proceeds shall be held in trust by such Pledgor for and as the name of and be under the sole dominion and control property of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall not be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords commingled with any other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event or property of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5Pledgor.

Collateral Account. In the event that the Borrower or any of its Subsidiaries (a) As collateral security for receives any insurance proceeds on account of Casualty Losses in excess of $1,000,000 in the prompt payment aggregate in full when due of all Letter of Credit Liabilities and any fiscal year (provided that such first $1,000,000 shall be used solely to repair or replace, or to commence the other Obligationsrepair or replacement of, the Borrowers hereby pledge and grant asset subject to the Agent, for the ratable benefit such Casualty Loss within six months of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time date received or be deposited in the Collateral Account (including the investments as defined below) and reinvestments therein provided for below). The balances from time further that such first $1,000,000 shall be paid to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing), or (b) receives any payments made by any Seller to the Borrower pursuant to the Purchase Agreement or (c) is required to deposit cash in a cash collateral account on account of the Letters of Credit as contemplated herein, all such proceeds and payments shall promptly be deposited in a bank account or accounts (the "COLLATERAL ACCOUNT") maintained by, and under the control of, the Requisite Lenders may, Agent all as provided in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to Security Agreement. The amounts deposited into the Collateral Account pursuant to clause (a) or (b) shall be released to the Borrower upon receipt by the Agent of a certificate from the Borrower certifying that (i) such amounts under clause (a) shall be used immediately upon receipt to repair or replace property subject to a Casualty Loss or (ii) such amounts under clause (b) shall be used immediately upon receipt to satisfy obligations to any third parties that resulted in a payment by the Sellers pursuant to the Purchase Agreement, as applicable or to reimburse the Borrower for losses, costs and apply expenses sustained or cause to be applied such proceeds incurred by the Borrower or one of its Subsidiaries. Any Qualifying Insurance and any other balances Other Proceeds in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid shall be applied in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection accordance with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5subsection 5.1(c).

Collateral Account. There will be established promptly by the Agent with a financial institution to be specified by Agent, which shall notify the Partnership thereof, a cash collateral account (athe "Collateral Account") As collateral security in the name and under the control of the Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including, without limitation, any and all dividends paid in respect of the Pledged Stock and proceeds of insurance on the Collateral) required to be delivered to the Agent pursuant hereto and into which the Partnership may from time to time deposit any additional amounts that it wishes to pledge to the Agent for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit of the Lenders as provided herein, a additional collateral security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below)hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Agent shall caused to be remitted the collected balance outstanding to the credit of the Collateral Account to or upon the order of the Partnership as the Partnership shall from time to time instruct. However, at any time following the occurrence and during the continuance of a Loan Event of Default or an Event of Default under, and as defined in, the Lease or the Sublease, the Agent may (and, if instructed by the Agent as provided herein. Anything Lenders shall) in this Agreement its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding to the contrary notwithstanding, funds held credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13herein. (b) Amounts on The Partnership agrees that if the proceeds of any Collateral hereunder shall be received by it, the Partnership shall as promptly as possible deposit in such proceeds into the Collateral Account shall be invested and reinvested by the Agent in Account. Until so deposited, all such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments proceeds shall be held in trust by the name of Partnership for and be under as the sole dominion and control property of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall not be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords commingled with any other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit property of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5Partnership.

Collateral Account. There is hereby established with the Collateral Agent a cash collateral account (athe "COLLATERAL ACCOUNT") As collateral security for in the prompt payment in full when due of all Letter of Credit Liabilities name and under the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit control of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances Agent into which there shall be deposited from time to time in the cash proceeds of any of the Collateral Account (including required to be delivered to the investments Collateral Agent pursuant hereto and reinvestments therein provided into which the Company may from time to time deposit any additional amounts that it wishes to pledge to the Collateral Agent for below)the benefit of the Secured Parties as additional collateral security hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Collateral Agent shall remit the collected balance outstanding to the credit of the Collateral Account upon the order of the Company as the Company shall from time to time instruct; and, unless the Collateral Agent shall have received notice of an Event of Default from any Secured Party, such balance shall be transmitted to the Company on the same day as received by wire transfer to an account designated by the Agent as provided hereinCompany. Anything However, at any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent, if so instructed by the Secured Parties in this Agreement accordance with the Collateral Agency Agreement, shall apply or cause to be applied (subject to collection) the balance from time to time outstanding to the contrary notwithstanding, funds held credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 4 of the Collateral Agency Agreement. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13herein. (b) Amounts on 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 in such proceeds into the Collateral Account shall be invested and reinvested by the Agent in Account. Until so deposited, all such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments proceeds shall be held in trust by the name of Company for and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration property of the Collateral Account Agent and investments and reinvestments shall not be commingled with any other funds or property of funds therein. Section 10.5the Company.

Collateral Account. (a) As collateral security for the prompt payment The Borrowers have established, and until this Agreement has been repaid in full when due and cancelled the Borrowers shall maintain, the Collateral Account with the Lender. Such Collateral Account is subject to the custody, control and right of all Letter set-off of Credit Liabilities the Lender and constitutes part of the other ObligationsCollateral. Commencing prior to the initial Advance of a Loan hereunder and continuing until the termination of this Agreement, the Borrowers hereby pledge shall promptly deposit or cause to be deposited in the Collateral Account all cash amounts received by any Borrower from or with respect to (i) all existing Royalty Interests, and grant (ii) all Royalty Interests purchased or otherwise acquired using Loan proceeds after the date of this Agreement. The balance in the Collateral Account at all times shall be not less than an amount equal to the Agentaggregate of any payments of principal, interest, fees and expenses payable with respect to the Loans and the Loan Documents and due at any time during the then current calendar quarter and the next succeeding calendar quarter, which amount shall be determined by the Lender in its commercially reasonable discretion, including with reference to the Borrowing Base applicable to such period of time (said aggregate payment amounts for such two calendar quarters hereinafter being described as the ratable benefit of “Reserve Amount”). Each Borrower hereby grants to the Lenders as provided herein, Lender a continuing security interest in and lien upon the Collateral Account, all of its right, title and interest in and cash balances from time to time credited to the Collateral Account and the balances from time to time in the Collateral Account (including the investments any and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment all proceeds of any Letter of Credit Liabilities until applied by the Agent thereof, whether now or hereafter existing or arising. So long as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an no Potential Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in fullcontinuing, the Agent shall, from time to time, at the request of the Borrowers, deliver Lender will promptly disburse to the Borrowers, against receipt but without in accordance with written instructions provided by either Borrower to the Lender (which instructions such Borrower may revise upon five days written notice to the Lender), any recourse, warranty or representation whatsoever, such of the credit balances in the Collateral Account as exceed which are in excess of the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent Reserve Amount from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5time.

Collateral Account. (a) As collateral security (i) On the date hereof, the Indenture Trustee is directed to establish with the Securities Intermediary, and the Securities Intermediary does hereby establish an Eligible Account which shall be a segregated non-interest bearing securities account entitled “Greenwood Asset Portfolio Collateral Account” (the “Collateral Account”) bearing a designation clearly indicating that such account and all property credited thereto are held for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable exclusive benefit of the Lenders as provided hereinSecured Parties and the Issuer. The net proceeds from the issuance of the Notes (net of discount and after deduction of costs and expenses pursuant to the Note Purchase Agreement) shall, a security interest in all of its rightaccordance with Section 4.12, title and interest be deposited in and the Collateral Account on the Issue Date pursuant to the Note Purchase Agreement. In addition, the Indenture Trustee shall credit or cause to be credited to the Collateral Account upon receipt by the Indenture Trustee or the Securities Intermediary, all payments and other collections payable to the Issuer (including through the Securities Intermediary) under or in respect of the Portfolio Policies, including without limitation death benefits paid in respect of any Portfolio Policies and the balances from time net sale proceeds of any Portfolio Policy. The Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to time in the Collateral Account (including the investments and reinvestments therein provided for below)Account. The balances from time to time Property in the Collateral Account shall not constitute payment be commingled with any monies of any Letter of Credit Liabilities until applied by the Agent as provided hereinother Persons. Anything in this Agreement All property credited to the contrary notwithstandingCollateral Account, together with any investments in which funds held included in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall such property are or will be invested or reinvested during the term of this Indenture, and reinvested by the Agent in any income or other gain realized from such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments investments, shall be held in by the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances Securities Intermediary in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration part of the Collateral Account subject to disbursement and investments and reinvestments of funds therein. withdrawal as provided in Section 10.52.08(c).

Collateral Account. Borrower will established with Administrative Agent an account (a) As collateral security for the prompt payment as used in full when due of all Letter of Credit Liabilities and the other Obligationsthis Section 6.21, the Borrowers hereby pledge "Collateral Account") in the name of Borrower and grant to under the Agent, for the ratable benefit sole control of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances Administrative Agent into which there shall be deposited from time to time in the cash proceeds of the Collateral required to be delivered to Administrative Agent pursuant to this Section 6.21 or pursuant to any other provision of this Agreement or any other Loan Document. In the event that, at any time, the Outstanding Working Capital Amount shall exceed ninety percent (90%) of the Borrowing Base, Administrative Agent may, in its sole discretion, require Borrower to instruct all Account (including the investments Debtors and reinvestments therein provided for below). The balances from time other Persons obligated to time in make payments to Borrower on any receivables, general intangibles, instruments, or other rights to payment included within the Collateral Account to make such payments directly to Administrative Agent, in which case Borrower shall instruct that such payments be remitted to a post office box designated by and under the control of Administrative Agent and shall execute a lock box agreement and other documents related to the same as Administrative Agent shall request. All such payments shall be deposited into the Collateral Account. In addition to the foregoing, Borrower agrees that if any such payment is received by Borrower, Borrower shall as promptly as possible deposit such payments into the Collateral Account. Until so deposited, all such payments shall be held in trust by Borrower for Administrative Agent and shall not constitute payment be commingled with any other funds or property of any Letter Borrower. So long as no Default or Event of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstandingDefault shall have occurred and be continuing, collected funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested disbursed by the Administrative Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held to an operating account in the name of and be under the sole dominion and control Borrower maintained with Agent from time to time upon receipt of the a disbursement request in forms reasonably acceptable to Administrative Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances disbursement of funds in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances shall be made in the Collateral Account as exceed the aggregate amount discretion of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Administrative Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5or Required Lenders.

Collateral Account. There is hereby established with the Administrative Agent a cash collateral account (athe "Collateral Account") As collateral security in the name and under the control of the Administrative Agent into which there shall be deposited from time to time the cash proceeds of any of the Collateral required to be delivered to the Administrative Agent pursuant hereto and into which the Pledgors may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit of the Lenders as provided herein, a additional collateral security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below)hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities 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 respective Pledgor as 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 Agent Lenders as provided herein. Anything specified in this Agreement Section 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 contrary notwithstanding, funds held credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13herein. (b) Amounts on 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 in such proceeds into the Collateral Account shall be invested and reinvested by the Agent in Account. Until so deposited, all such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments proceeds shall be held in trust by such Pledgor for and as the name of and be under the sole dominion and control property of the Agent. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall not be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords commingled with any other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event or property of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5Pledgor.

Collateral Account. The Collateral Agent will cause to be established at a banking institution to be selected by the Collateral Agent a cash collateral account (a) As collateral security for the prompt payment "Collateral Account"), which may be a "securities account" (as defined in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit Section 8-501 of the Lenders as provided hereinUniform Commercial Code), a security interest in all the name and under the sole dominion and control of its right, title and interest in and to the Collateral Account and Agent (and, in the balances case of a securities account, in respect of which the Collateral 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 in upon the occurrence and during the continuance of an Event of Default the cash proceeds of any of the Collateral Account (including required to be delivered to the investments Collateral Agent pursuant hereto and reinvestments therein provided into which the Obligor may from time to time deposit any additional amounts that any of them wishes to pledge to the Collateral Agent for below)the benefit of the Secured Parties as additional collateral security hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied by as hereinafter provided. Except as expressly provided in the next sentence, the Collateral Agent as provided herein. Anything in this Agreement shall remit the collected balance standing to the contrary notwithstandingcredit of the Collateral Account to or upon the written order of the Obligor as the Obligor shall from time to time instruct. However, funds held at any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent shall at the written direction of the Required Creditors (as defined in the Collateral Agency and Intercreditor Agreement) 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 NRG Northeast Power Marketing Security Agreement subject to withdrawal only as provided in this Section herein. In addition to the foregoing, the Obligor agrees that, at any time after the occurrence and in Section 2.13. (b) Amounts on deposit in 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 Collateral Account shall be invested and reinvested by Agent, as promptly as possible deposit such proceeds into the Agent in Collateral Account. Until so deposited, all such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments proceeds shall be held in trust by the name of Obligor for and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration property of the Collateral Account Agent and investments and reinvestments shall not be commingled with any other funds or property of funds therein. Section 10.5the Obligor.

Collateral Account. The Collateral Agent will cause to be established at a banking institution to be selected by the Collateral Agent a cash collateral account (a) As collateral security for the prompt payment "Collateral Account"), which may be a "securities account" (as defined in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit Section 8-501 of the Lenders as provided hereinUniform Commercial Code), a security interest in all the name and under the sole dominion and control of its right, title and interest in and to the Collateral Account and Agent (and, in the balances case of a securities account, in respect of which the Collateral 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 in upon the occurrence and during the continuance of an Event of Default the cash proceeds of any of the Collateral Account (including required to be delivered to the investments Collateral Agent pursuant hereto and reinvestments therein provided into which the Obligors may from time to time deposit any additional amounts that any of them wishes to pledge to the Collateral Agent for below)the benefit of the Secured Parties as additional collateral security hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied by as hereinafter provided. Except as expressly provided in the next sentence, the Collateral Agent as provided herein. Anything in this Agreement shall remit the collected balance standing to the contrary notwithstandingcredit of the Collateral Account to or upon the written order of the respective Obligor as such Obligor through the Company shall from time to time instruct. However, funds held at any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent shall at the written direction of the Required Creditors (as defined in the Collateral Agency and Intercreditor Agreement) 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 in this Section herein. In addition to the foregoing, each Obligor agrees that, at any time after the occurrence and in Section 2.13. (b) Amounts on deposit in 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 Collateral Account shall be invested and reinvested by Agent, as promptly as possible deposit such proceeds into the Agent in Collateral Account. Until so deposited, all such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments proceeds shall be held in the name of trust by such Obligor for and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration property of the Collateral Account Agent and investments and reinvestments shall not be commingled with any other funds or property of funds therein. Section 10.5such Obligor.

Collateral Account. (a) As collateral security There is hereby created and established with and in the name of the Collateral Agent for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit of the Lenders as provided hereinCollateral Agent and the Secured Parties a trust account to be designated the "Collateral Account", a security interest in all of its right, title and interest in and to the which Collateral Account and the balances shall constitute additional Collateral. The funds deposited from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement into or standing to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in credit of the Collateral Account shall be invested and reinvested from time to time by the Collateral Agent at the written direction of the Company, in such Cash Equivalents Equivalents, and, except as the Agent shall determine in its sole discretion. All such investments and reinvestments provided below, any interest or other income realized therefrom shall be held in the name of deposited into and be under the sole dominion and control of the Agentbecome a part thereof. The Agent shall exercise reasonable care in the custody and preservation of any funds held Any amounts remaining in the Collateral Account immediately following payment of the Notes in full and satisfaction of all other Obligations then due and owing thereunder and under the Indenture shall be deemed paid to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other Company, in the case of funds deposited in the Collateral Account pursuant to the Collateral Assignment of Insurance Proceeds, or to the Supplemental Grantors, in the case of funds deposited in the Collateral Account in connection with a disposition of the AgentTown House pursuant to Section 2A (or, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds amounts in the Collateral Account representing income upon Cash Equivalents held in the Collateral Account. , to the original source, as provided above, of the funds used to obtain such Cash Equivalents) (c) If an Event of Default shall have occurred and be continuingsuch payee, the Requisite Lenders may"Original Contributor"). All income accruing from such Cash Equivalents shall be taxable to the Original Contributor thereof, in their discretion, at any time and the Collateral Agent shall release no later than January 31 of each year from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied each Original Contributor 40% of the income attributed to such proceeds and any other balances Original Contributor in the Collateral Account prior calendar year. Except for the ratable benefit its own gross negligence, willful misconduct or knowing violation of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in fulllaw, the Collateral Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without shall have no liability for any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5losses on investments

Collateral Account. (a) As The Collateral Account shall be in the name of the Issuing Bank as a cash collateral security for the prompt payment in full when due of all Letter of Credit Liabilities account and the other ObligationsIssuing Bank shall have sole dominion and control over, the Borrowers hereby pledge and grant to the Agentsole access to, for the ratable benefit of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement subject to the contrary notwithstanding, Issuing Bank’s obligations set forth in Section 2.27 and this Section 2.28. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13Account. The Borrower agrees that it will not (bi) Amounts on deposit sell or otherwise dispose of any interest in the Collateral Account shall be invested and reinvested by or any funds held therein, or (ii) create or permit to exist any Lien upon or with respect to the Agent Collateral Account or any funds held therein, except as expressly provided in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agentthis Agreement. The Agent Issuing Bank shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent Issuing Bank accords other funds deposited with the AgentIssuing Bank, it being understood that the Agent Issuing Bank shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. Subject to the right of the Issuing Bank to withdraw funds from the Collateral Account as provided herein, the Issuing Bank may in its sole discretion and without any obligation to do so whatsoever invest funds on deposit in the Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case, in Permitted Investments of the type described in clauses (ca) If through (e) of the definition thereof, as the Issuing Bank may select or in such other investments as shall be agreed upon by the Issuing Bank and the Borrower. Unless the Facility Termination Date has occurred by reason of the occurrence of an Event of Default shall have occurred and be continuingDefault, the Requisite Lenders may, in their discretion, at proceeds of such investments shall be the property of the Borrower and the Issuing Bank shall account to the Borrower for any time and such investments from time to timetime as agreed upon by the Borrower and the Issuing Bank. However, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or if an Event of Default has occurred and is continuing and (ii) any Obligations remain outstanding, proceeds of investments shall be distributed to the Lenders pro rata in accordance with their respective Pro Rata Share at such times as the Administrative Agent and the Issuing Bank shall reasonably designate. After payment in full of all Obligations and/or the expiration of the Letter all Letters of Credit Liabilities have been paid in fulland the distribution of monies contained therein to the Lenders as provided above, the Agent shall, from time to time, at the request of the Borrowers, Issuing Bank shall deliver to the Borrowers, against receipt but without Borrower any recourse, warranty or representation whatsoever, such of the balances monies remaining in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5Account.”

Collateral Account. The Collateral Agent may at any time cause to be established at Chase a cash collateral account (athe "COLLATERAL ACCOUNT") As collateral security for in the prompt payment in full when due of all Letter of Credit Liabilities name and under the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit control of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances Agent into which there shall be deposited from time to time in the cash proceeds of any of the Collateral Account (including required to be delivered to the investments Collateral Agent pursuant to Section 5.04(c) hereof and reinvestments therein provided into which the Company may from time to time deposit any additional amounts which it wishes to pledge to the Collateral Agent for below)the benefit of the Secured Creditors as additional collateral security hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Collateral 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. However, at any time following the occurrence and during the continuance of an Event of Default or a Debenture Acceleration Event, the Collateral Agent may (and, if instructed by the Agent Banks as provided herein. Anything specified in this Agreement 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 standing to the contrary notwithstanding, funds held credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.08 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13herein. (b) Amounts on 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 in such proceeds into the Collateral Account shall be invested and reinvested by the Agent in Account. Until so deposited, all such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments proceeds shall be held in trust by the name of Company for and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration property of the Collateral Account Agent and investments and reinvestments shall not be commingled with any other funds or property of funds therein. Section 10.5the Company.

Collateral Account. On or before the date hereof, the Fund has established at The Chase Manhattan Bank, N.A. a cash collateral account (athe "Collateral Account") As collateral security for in the prompt payment name and under the control of the Fund and the Company and each Obligor has delivered to the Fund, in full when due escrow, irrevocable instructions to its banks, account debtors and other Persons obligated in respect of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant Accounts to make all payments either directly to the Agent, for the ratable benefit of the Lenders as provided herein, a security interest in all of its right, title and interest in and Fund or to the Collateral Account and Account, as provided in Section 5.02 below. The Fund will not release any such instructions except upon the balances from time to time occurrence of an Event of Default, or any Default which by its nature cannot be cured. Upon the occurrence of any Event of Default, or any Default which by its nature cannot be cured, the Obligors will deposit in the Collateral Account the cash proceeds of any Collateral (including proceeds of insurance thereon) and any additional amounts which any of the investments and reinvestments therein provided for below)Obligors wishes to pledge to the Fund as additional collateral security hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied by as hereinafter provided. At any time following the Agent as provided herein. Anything occurrence and during the continuance of an Event of Default, the Fund may in this Agreement its discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding to the contrary notwithstanding, funds held 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 in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5herein.

Collateral Account. (a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment be in the name of the Issuing Bank as a cash collateral account and the Issuing Bank shall have sole dominion and control over, and sole access to, the Collateral Account. Neither the Borrower nor any Letter Person claiming on behalf of Credit Liabilities until applied by or through the Agent as provided herein. Anything in this Agreement Borrower shall have any right to withdraw any of the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13Account. The Borrower agrees that it will not (bi) Amounts on deposit sell or otherwise dispose of any interest in the Collateral Account shall be invested and reinvested or any funds held therein, or (ii) create or permit to exist any Lien upon or with respect to the Collateral Account or any funds held therein, except as provided in or contemplated by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agentthis Agreement. The Agent Issuing Bank shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent Issuing Bank accords other funds deposited with the AgentIssuing Bank, it being understood that the Agent Issuing Bank shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If Subject to the right of the Issuing Bank to withdraw funds from the Collateral Account as provided herein, the Issuing Bank may in its sole discretion and without any obligation to do so whatsoever invest funds on deposit in the Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case, in Cash Equivalents, as the Issuing Bank may select or in such other investments as shall be agreed upon by the Issuing Bank and the Borrower. Unless the Facility Termination Date has occurred by reason of the occurrence of an Event of Default shall have occurred and be continuingDefault, the Requisite Lenders may, in their discretion, at proceeds of such investments shall be the property of the Borrower and the Issuing Bank shall account to the Borrower for any time and such investments from time to timetime as agreed upon by the Borrower and the Issuing Bank. However, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or if an Event of Default has occurred and is continuing and (ii) any Obligations remain outstanding, proceeds of investments shall be distributed to the Lenders pro rata in accordance with their respective Credit Percentages at such times as the Administrative Agent and the Issuing Bank shall reasonably designate. After payment in full of all Obligations and/or the expiration of the Letter all Letters of Credit Liabilities have been paid in fulland the distribution of monies contained therein to the Lenders as provided above, the Agent shall, from time to time, at the request of the Borrowers, Issuing Bank shall deliver to the Borrowers, against receipt but without Borrower any recourse, warranty or representation whatsoever, such of the balances monies remaining in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5Account.

Collateral Account. There was previously established with the Agent a cash collateral account (athe "COLLATERAL ACCOUNT") As collateral security for in the prompt payment in full when due of all Letter of Credit Liabilities name and under the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit control of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances Agent into which there shall be deposited from time to time in the cash proceeds of any of the Collateral Account (including required to be delivered to the investments Agent pursuant hereto and reinvestments therein provided into which the Pledgors may from time to time deposit any additional amounts that any of them wishes to pledge to the Agent for below)the benefit of the Banks as additional collateral security hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Agent shall remit the collected balance outstanding to the credit of the Collateral Account to or upon the order of the respective Pledgor as such Pledgor through the Company shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Agent may (and, if instructed by the Agent Banks as provided herein. Anything specified in this Agreement Section 11.03 of the Second Amended and Restated 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 contrary notwithstanding, funds held credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09 hereof. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13herein. (b) Amounts on 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 in such proceeds into the Collateral Account shall be invested and reinvested by the Agent in Account. Until so deposited, all such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments proceeds shall be held in trust by such Pledgor for and as the name of and be under the sole dominion and control property of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall not be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords commingled with any other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event or property of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5Pledgor.

Collateral Account. (a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers Borrower hereby pledge pledges and grant grants to the Agent, for the ratable benefit of the Lenders Lender as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent Lender as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13Section. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent Lender in such Cash Equivalents as the Agent Lender shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the AgentLender. The Agent Lender shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent Lender accords other funds deposited with the AgentLender, it being understood that the Agent Lender shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower authorizes the Lender to use the monies deposited in the Collateral Account and proceeds thereof to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. If an Event of Default shall have occurred and be continuingexists, the Requisite Lenders Lender may, in their its discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the apply proceeds thereof to the Collateral Account Obligations in accordance with Section 11.4. So long as no Default or Event of Default exists, and apply to the extent amounts on deposit in or cause credited to be applied such proceeds and any other balances in the Collateral Account for exceed the ratable benefit of the Lenders to the payment of any aggregate amount of the Letter of Credit Liabilities then due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in fullowing, the Agent Lender shall, from time to time, at the request of the BorrowersBorrower, deliver to the BorrowersBorrower within 10 Business Days after the Lender’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such amount of the credit balances in the Collateral Account as exceed exceeds the aggregate amount of the Letter of Credit Liabilities at such time. (e) The Borrowers Borrower shall pay to the Agent Lender from time to time such fees as the Agent Lender normally charges for similar services in connection with the Agent's Lender’s administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5.

Collateral Account. (aA) As collateral security for After all obligations under the prompt payment Senior Credit Agreement have been satisfied in full when due in cash or other payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, promptly upon and at all times after the receipt of all Letter any Net Available Cash resulting from the Transfer of Credit Liabilities and any Collateral in accordance with the other Obligationsterms of the Indenture, the Borrowers hereby pledge Pledgor shall establish and grant shall thereafter maintain a collateral account (the "COLLATERAL ACCOUNT") at the offices of the Trustee or any securities intermediary selected by the Pledgor having a combined capital and surplus of at least $250 million and having a long-term debt rating of at xxxxx "X0" by Xxxxx'x Investors Service, Inc. and at least "A- -" by Standard & Poor's Rating Group, which shall be designated as the "Sunbeam Collateral Account" and shall be under the exclusive dominion and control of the Trustee pursuant to a control agreement substantially in the form of Exhibit A hereto (the "CONTROL AGREEMENT") to which the Trustee agrees to execute upon request. Any income received with respect to the Agent, for balance from time to time standing to the ratable benefit credit of the Lenders as provided hereinCollateral Account, a security including any interest or capital gains on Temporary Cash Investments, shall remain in all of its or be credited to the Collateral Account. All right, title and interest in and to the Collateral Account and the balances cash amounts credited from time to time in to the Collateral Account (including the investments and reinvestments therein provided for below). The balances together with any Temporary Cash Investments from time to time in made pursuant to Section 5(B) shall constitute part of the Collateral Account hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied by thereto as hereinafter provided. At the Agent as provided herein. Anything in this Agreement to request of the contrary notwithstandingPledgor, funds held the Trustee shall release any amounts in the Collateral Account shall be subject to withdrawal only as provided in this order that the Pledgor may apply such amounts in accordance with Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control 4.07 of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5Indenture.

Collateral Account. The Collateral Agent will cause to be established at a banking institution to be selected by the Collateral Agent a cash collateral account (athe "Collateral Account"), which (i) As collateral security for to the prompt payment in full when due extent of all Letter Investment Property or Financial Assets (other than cash), shall be a "securities account" (as defined in Section 8-501 of Credit Liabilities the Uniform Commercial Code) in respect of which the Collateral Agent shall be the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code) and the other Obligations, the Borrowers hereby pledge and grant (ii) to the Agentextent of any cash, for the ratable benefit of the Lenders as provided hereinshall be a Deposit Account, a security interest in all of its right, title and interest in and to the Collateral Account and the balances 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 Collateral Agent pursuant hereto and into which the Obligors may from time to time deposit any additional amounts that any of them wishes to pledge to the Collateral Agent for the benefit of the Secured Parties as additional collateral security hereunder or that, as provided in the Collateral Account (including the investments and reinvestments therein provided for below)Credit Agreements, they are required to pledge as additional collateral security hereunder. The balances balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of any Letter of Credit Liabilities the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Collateral Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the respective Obligor as such 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 Collateral Agent may (and, if instructed by the Agent Required Secured Parties as provided herein. Anything in this Agreement the Collateral Agency and Intercreditor 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 contrary notwithstanding, funds held 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 in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred and be continuing, the Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account for the ratable benefit of the Lenders to the payment of any of the Letter of Credit Liabilities due and payable. (d) If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5herein.

Collateral Account. (a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrowers hereby pledge and grant to the Agent, for the ratable benefit of the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of If any Letter of Credit Liabilities until applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.13. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If an Event of Default shall have occurred occur and be continuing, and the Requisite Lenders mayLender shall elect to terminate the Revolving Credit Facility, in their discretion, the Borrowers at any time and from time to time during the continuance of such Event of Default shall upon demand of the Lender deliver to the Lender cash or U.S. Treasury Bills with maturities of not more than thirty (30) days in an amount equal to the amount of issued or pending Letters of Credit as of such time, instruct the Agent to liquidate any such investments and reinvestments and credit the proceeds thereof . The Lender may also deposit to the Collateral Account (defined below) any cash, monies or funds received by the Lender from the collection of the Obligations or the sale or other disposition of the Collateral which the Lender, in its discretion, designates as being held against issued or pending Letters of Credit as of such time. Such cash, monies, funds or U.S. Treasury Bills shall be held by the Lender in an account (the “Collateral Account”) and apply invested or cause reinvested (as the case may be) in U.S. Treasury Bills with maturities of no more than thirty (30) days from the date of investment. The Lender shall have the sole power of access and withdrawal from the Collateral Account. As collateral and security for the payment of the Obligations, the Borrowers hereby assign and pledge to be applied such proceeds the Lender, and grants to the Lender a security interest in and to, all cash, monies, funds, U.S. Treasury Bills and other securities and instruments at any other balances time and from time to time held by the Lender in the Collateral Account for the ratable benefit and any interest, income, earnings and proceeds thereof, all of which shall be a part of the Lenders Collateral hereunder. If any Event of Default shall occur and be continuing, the Lender is irrevocably authorized to make such withdrawals from the payment of Collateral Account at any time and from time to time and apply the same to any of the Obligations (including, without limitation, Letter of Credit Liabilities due Obligations) in such order and payablemanner as the Lender in its sole discretion may determine. (d) If (i) After all Obligations have been indefeasibly paid in full and there are no Default Letters of Credit outstanding or Event of Default has occurred and is continuing and (ii) all any commitment on the part of the Letter Lender to open and issue Letters of Credit Liabilities have been paid in fullCredit, any cash, monies, funds, U.S. Treasury Bills or other securities and instruments held by the Agent shall, from time to time, at the request of the Borrowers, deliver to the Borrowers, against receipt but without any recourse, warranty or representation whatsoever, such of the balances Lender in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. (e) The Borrowers shall pay will be turned over to the Agent from time Borrowers or to time such fees as other person who may be entitled to the Agent normally charges for similar services in connection with the Agent's administration of the Collateral Account and investments and reinvestments of funds therein. Section 10.5same under applicable laws.