Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.1(a) and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral DocumentsAgency Agreement, including earnings, revenues, rents, issues, profits and income from it has caused to be established at the Collateral received pursuant Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Documents, shall be deposited in the Collateral Account Agent for deposit to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee Revenue Account in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this IndentureAgency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Trustee Borrower shall receive an Officers’ Certificate directing the Trustee to make hold such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuingCollateral Agency Agreement. In addition to the foregoing, the Company may direct Borrower agrees that if the Trustee to invest such funds proceeds of any Collateral hereunder (including the payments made in Cash Equivalents specified in such direction, such investments to mature respect of the Collateral Accounts) shall be received by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuingit, the Company may direct the Trustee to sell, liquidate or cause the redemption of any Borrower shall as promptly as possible transfer such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.1(a) and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited Proceeds to the Collateral Agent for deposit to the Reserve Account. The Trustee Until so deposited, all such proceeds shall have no liability be held in trust by the Borrower for any loss incurred in connection and as the property of the Collateral Agent and shall not be commingled with any investment other funds or any sale, liquidation or redemption thereof made in accordance with property of the provisions of this Section 11.8(c)Borrower.

Collateral Accounts. (a) The Trustee is authorized Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to receive any funds Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for the benefit any of the Holders distributed underforegoing, and without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with, the Collateral Documents, with practices and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant policies previously disclosed in writing to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuingAgents. So long as no Event of Default shall have exists or has occurred and be is continuing, the Company Borrowers and each Borrowing Base Guarantor may direct settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the Trustee applicable Collateral Agents shall, at their option, have the exclusive right to sellsettle, liquidate adjust or cause the redemption compromise any claim, offset, counterclaim or dispute with Account Debtors of any such investments Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to transmit the proceeds Collateral Agents pursuant to the Company terms of this Agreement or its designee, in each case, any applicable Security Document (to the extent permitted under Section 2.1(aso required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds promptly reflected in the Collateral Account shall be credited to reporting of the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any saleBorrowing Base, liquidation or redemption thereof made in accordance with the provisions terms of this Section 11.8(c)Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Trustee is authorized If, notwithstanding the instructions to receive debtors to make payments to the Lockbox, any funds Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the benefit property of the Holders distributed underLender and shall not commingle such payments with any of its other funds or property; provided, however, that the foregoing shall not be construed to allow the Lender to withhold any such payments after full payment and in accordance with, the Collateral Documents, and to make further distributions discharge of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreementall Obligations. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Amounts deposited in any Collateral Account shall be a trust account not bear interest and shall not be established subject to withdrawal by any Borrower, except after full payment and maintained by discharge of all Obligations; provided, however, that if the Trustee at one of its corporate trust offices (which may include Borrowers’ only outstanding Obligations are principal owing under the New York corporate trust office) Equipment Note and all Collateral shall be credited thereto. All cash the Term Loan B Note, and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by this Indentureif no such principal amount is due, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such depositXxxxx Fargo Bank. (c) Pending All deposits in any Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the distribution of Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in the each Collateral Account to the payment of the Obligations, in accordance with any order or manner of application satisfactory to the provisions hereof and provided that no Event of Default shall have occurred and be continuingLender, the Company may direct the Trustee to invest by transferring such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, Lender’s general account. (d) All items deposited in each case, to the extent permitted under Section 2.1(a) and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited subject to final payment. If any such item is returned uncollected, the applicable Borrower will immediately pay the Lender, or, for items deposited in a Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to any commercial account or other account belonging to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with Borrower to whom the provisions of this Section 11.8(c)item was payable.

Collateral Accounts. (a) The Trustee is authorized to receive any funds If and when required for the benefit of the Holders distributed under, and in accordance withpurposes hereof, the Collateral DocumentsRepresentative will establish with respect to each Lien Grantor an account (its "COLLATERAL ACCOUNT"), in the name and under the exclusive control of the Collateral Representative, into which all amounts owned by such Lien Grantor that are to make further distributions of such funds be deposited therein pursuant to the Holders according Note Documents shall be deposited from time to the provisions of time. Each Cash Collateral Account will be operated as provided in this Indenture, the Collateral Documents and the Intercreditor AgreementSection. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account Representative shall be a trust account deposit the following amounts, as and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents when received by the Trustee from Asset Dispositions of Collateralit, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to of the extent applicable Lien Grantor: (i) each amount required by this Indenturethe Note Documents to be deposited therein, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, all proceeds specified in Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into 5.04(d) of the Note Purchase Agreement; and (ii) each amount realized or otherwise received by the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee Representative with respect to make assets of such depositLien Grantor upon any exercise of remedies pursuant to any Security Document. (c) Pending Unless (x) an Event of Default shall have occurred and be continuing and the distribution Required Holders shall have instructed the Collateral Representative to stop withdrawing amounts from the Collateral Account pursuant to this subsection or (y) the maturity of funds the Notes shall have been accelerated pursuant to Article 7 of the Note Purchase Agreement, the Collateral Representative shall withdraw amounts deposited in the Collateral Account in accordance with Section 5.04(d) of the provisions hereof Note Purchase Agreement and apply them to pay, or reimburse the Company and its Subsidiaries for paying, the cost of repairing, restoring or replacing the affected property to the extent that the Company has certified, no less than 5 Business Days prior to the date of such withdrawal, that (i) it and its Subsidiaries intend to apply all or any portion of such amounts to pay the cost of repairing, restoring or replacing the affected property and (ii) if such property is to be replaced, the property acquired to replace it will be included in the Collateral at least to the extent that the property to be replaced was included therein; (d) Funds held in any Collateral Account may, until withdrawn, be invested and reinvested in such Temporary Cash Investments as the relevant Lien Grantor shall request from time to time; provided that no that, if an Event of Default shall have occurred and be continuing, the Company Collateral Representative may direct the Trustee to invest select such funds in Temporary Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Investments. (e) If an Event of Default shall have occurred and be continuing, the Company Collateral Representative may direct the Trustee to sell, liquidate or cause the redemption of withdraw any amounts held therein and apply such investments and to transmit the proceeds to the Company or its designee, amounts as provided in each case, to the extent permitted under Section 2.1(a) and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c)9.

Collateral Accounts. (a) The Trustee is authorized to receive any funds Securities Administrator shall establish and maintain with itself, as agent for the benefit Trustee, on behalf of the Supplemental Interest Trust, a separate, segregated trust account (the “Collateral Account”) titled, “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the Holders distributed underof Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR2, Mortgage Pass-Through Certificate Swap Collateral Account”. The Collateral Account shall be an Eligible Account, and in accordance funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Collateral Documents, and Securities Administrator held pursuant to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior Funds required to be held pursuant to the Issue Date, the Trustee Credit Support Annex shall have established be deposited into the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained Funds posted by the Trustee at one of its corporate trust offices Certificate Swap Provider (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.1(acredit support provider) and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited invested in Eligible Investments as directed by the Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to the Certificate Swap Provider pursuant to the terms of the Credit Support Annex. The Securities Administrator shall not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Certificate Swap Payments owed by the Certificate Swap Provider as a result of its failure to make payments pursuant to the Certificate Interest Rate Swap Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the Certificate Swap Account and distributed as all or a portion of such Certificate Swap Amount pursuant to Section 4.1(a)(vi). The Trustee Any amounts on deposit in the Collateral Account required to be returned to the Certificate Swap Provider (or its credit support provider) as a result of the termination of the Certificate Interest Rate Swap Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the Certificate Interest Rate Swap Agreement, shall have no liability for be released directly to the Certificate Swap Provider pursuant to the terms of the Credit Support Annex. (c) Upon the termination of the Trust Fund, any loss incurred amounts remaining in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions Collateral Account shall be distributed by the Securities Administrator as required pursuant to the terms of this Section 11.8(c)the Credit Support Annex.

Collateral Accounts. (ai) The Trustee is authorized Borrower shall direct each Obligor under the Portfolio Investments (and each depository institution where payments with respect to receive any funds for the benefit of Portfolio Investments are on deposit) to remit payments with respect to the Holders distributed under, and in accordance with, Portfolio Investments to the Collateral Documents, Accounts. It will be considered an Event of Default if Borrower fails to direct each Obligor under the Portfolio Investments (and to make further distributions of such funds each depository institution where payments with respect to the Holders according Portfolio Investments are on deposit) to remit payments with respect to the provisions of this Indenture, Portfolio Investments to the Collateral Documents and the Intercreditor AgreementAccounts. (bii) Prior In the event Borrower receives any payment on account of any Portfolio Investment directly from any Obligor, Borrower shall, within one (1) Business Day after receipt of such payment, remit such payments directly to a Collateral Account. (iii) Upon the occurrence and during the continuance of an Event of Default, Bank may direct the applicable bank to liquidate each Collateral Account and any other account of Borrower that is subject to a Control Agreement and remit the proceeds thereof to Bank for application to the Issue DateObligations. (iv) If an Event of Default has occurred and is continuing or a Borrowing Base Deficiency has occurred and is continuing, Borrower will not transfer any funds in any Collateral Account or any other account of Borrower that is subject to a Control Agreement to any other deposit account or securities account or otherwise dispose of any such funds without Bank’s prior written consent, other than payments made to Bank to pay or prepay the Obligations. (v) Borrower shall execute and deliver a Control Agreement with respect to each Collateral Account in existence on the Closing Date within thirty (30) days thereof. (vi) To the extent Borrower opens a deposit account or securities account after the Closing Date that is not (1) an Excluded Account or (2) an account with an average daily balance of less than $10,000 individually or $50,000 in the aggregate for all such accounts (each, a “De Minimis Account” and collectively, the Trustee shall have established “De Minimis Accounts”), Borrower, the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained withdepository institution, and under Bank shall execute and deliver a Control Agreement with respect thereto within thirty (30) days thereof. For the sole control ofavoidance of doubt, while the Trustee. The Collateral Account Obligations are outstanding Borrower shall be not transfer any cash or other assets held in a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, other account until such time as a Control Agreement is in each case, to the extent permitted under Section 2.1(a) and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c)effect.

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed underBorrower shall, and shall cause each Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Borrower or Secured Guarantor at any time maintains (and in accordance withconnection with any such Collateral Account established after the Closing Date, the prior to opening such Collateral DocumentsAccount), Borrower shall, and to make further distributions of such funds to shall cause each Secured Guarantor to, cause the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, applicable bank or financial institution at or with which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The any Collateral Account shall be is maintained to execute and deliver a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of Control Agreement or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant appropriate instrument with respect to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the such Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee perfect Agent’s Lien in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions hereof of the previous sentence shall not apply to (a) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s reasonable discretion, other employee wage and provided that no Event benefit payments to or for the benefit of Default shall have occurred and be continuinga Credit Party’s employees, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature (b) Deposit Accounts owned by the times Securities Subsidiary, (c) the Subject Cash Collateral Accounts or (d) Collateral Accounts in which the daily balances do not exceed $250,000 in the aggregate for all such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designeeCollateral Accounts and, in each case, identified to Agent by Borrower as such; provided, however, that at all times Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account. (b) Borrower shall at all times maintain in a Collateral Account subject to a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the aggregate outstanding principal amount of the Credit Extensions or (ii) if the following amount pursuant to this clause (ii) is less than the amount that is determined pursuant to clause (i) at any given time, the amount of any and all remaining cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis (other than amounts held in Deposit Accounts described in clauses (a), (c) and (d) of Section 6.6(a) above and Deposit Accounts of Foreign Subsidiaries); provided that notwithstanding the foregoing, in no event shall the amount maintained in such Collateral Account be less than (a) on and after the Funding Date of Credit Facility #1 (but prior to the extent permitted under Section 2.1(aFunding Date of Credit Facility #2), $15,000,000 or (b) on and Section 3.5 hereofafter the Funding Date of Credit Facility #2, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c)$30,000,000.

Collateral Accounts. (a) The Trustee is authorized to receive any funds As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Loan Parties hereby pledge and grant to the Administrative Agent, for the ratable benefit of the Holders distributed underL/C Issuer and the Lenders as provided herein, a security interest in all of its right, title and interest in accordance withand to the L/C Collateral Account and the balances from time to time in the L/C Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the L/C Collateral Account shall not constitute payment of any Letter of Credit Liabilities or other Obligations until applied by the Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the L/C Collateral Account shall be subject to withdrawal only as provided in this Section. With respect to such pledges and grants, the Collateral DocumentsLoan Parties will execute and deliver from time to time any documents or instruments reasonably requested by Administrative Agent in order to evidence or perfect such pledges and grants, with all such documents to be in form and to make further distributions of such funds substance acceptable to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor AgreementAdministrative Agent. (b) Prior If a drawing pursuant to any Letter of Credit occurs on or prior to the Issue Dateexpiration date of such Letter of Credit, the Trustee shall have established Borrower, the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained withL/C Issuer, and under the sole control of, Lenders authorize the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by Administrative Agent to use the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be monies deposited in the L/C Collateral Account and proceeds thereof to make payment to the extent required by this Indenture, the Collateral Documents beneficiary with respect to such drawing or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance payee with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits respect to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such depositpresentment. (c) Pending Amounts on deposit in the distribution L/C Collateral Accounts shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative 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 Administrative Agent for the ratable benefit of the L/C Issuer and the Lenders. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account in accordance Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the provisions hereof and provided Administrative Agent, it being understood that no the Administrative 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 Accounts. (d) If an Event of Default shall have occurred and be continuingexists, the Company may direct Requisite Lenders may, in their discretion, at any time and from time to time, instruct the Trustee Administrative Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the reinvestments and apply proceeds thereof to the Company or its designee, Obligations in each case, accordance with Section 11.4. (e) The Borrower shall pay to the extent permitted under Section 2.1(a) and Section 3.5 hereof, Administrative Agent from time to time such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in fees as the Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability Administrative Agent normally charges for any loss incurred similar services in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions Administrative Agent’s administration of this Section 11.8(c)the Collateral Accounts and investments and reinvestments of funds therein.

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed underBorrower shall, and in accordance withshall cause each Credit Party to, maintain all of its operating and other deposit accounts, the Cash Collateral DocumentsAccount and securities/investment accounts with SVB and SVB’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to invest up to fifty (50.0%) percent of its excess cash and to make further distributions of such funds cash equivalents in securities/investment accounts maintained at another bank or financial institution other than SVB subject to the Holders according to the provisions terms and conditions of this IndentureAgreement. In addition, the Collateral Documents Borrower shall conduct all of its primary banking facilities with SVB, including, without limitation, cash management, asset management, letters of credit and the Intercreditor Agreementbusiness credit cards. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained withBorrower shall, and under the sole control ofshall cause each Credit Party to, the Trustee. The provide Agent five (5) days prior written notice before establishing any Collateral Account shall be a trust account at or with any bank or financial institution. In addition, for each Collateral Account that any Credit Party at any time maintains (other than Collateral Accounts in connection with any letter of credit permitted in clause (f) of the definition of “Permitted Contingent Obligations”), Borrower shall, and shall be established cause each Credit Party to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of deliver a Control Agreement or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant appropriate instrument with respect to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the such Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee perfect Agent’s Lien in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions hereof of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and provided other employee wage and benefit payments to or for the benefit of a Credit Party’s employees and identified to Agent by Borrower as such (provided, however, that no Event at all times Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account) or (ii) any Collateral Account owned by the Securities Subsidiary so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Default Mass. Regulations 63.38B. 1. Borrower shall have occurred at all times maintain in a Collateral Account owned by Borrower and be continuingsubject to a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the sum of (A) the outstanding amount of the Obligations plus (B) five percent (5.0%) of the Obligations plus (C) the amount necessary to maintain the minimum balance requirement of all Collateral Accounts, or (ii) if the following amount pursuant to this clause (ii) is less than the amount that is determined pursuant to clause (i) at any given time, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption amount of any such investments and to transmit the proceeds to the Company or all remaining cash and cash equivalents of Borrower and its designeeSubsidiaries on a consolidated basis (provided, in each casethat, to the extent permitted under Section 2.1(athat the amount required by this provision is being determined based upon clause (ii) and Section 3.5 hereof, such direction it is understood and agreed that Borrower may, from time to certify that no Event time, deposit and maintain cash in any Deposit Account referenced in clause (i) of Default shall have occurred the immediately preceding sentence (e.g. the payroll and be continuing. Any gain or income on any investment of funds employee benefits accounts) to the extent so deposited and maintained in the Ordinary Course of Business and such Deposit Account need not be subject to a Control Agreement). Subject to Section 6.13, Borrower shall, and shall cause each Credit Party to, maintain its primary operating and other Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection Accounts with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c).SVB and its affiliates

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed underBorrower shall, and in accordance withshall cause each Credit Party to, the provide Agent five (5) days prior written notice before establishing any Collateral DocumentsAccount at or with any bank or financial institution. In addition, for each Collateral Account that any Borrower or Secured Guarantor at any time maintains, Borrower shall, and to make further distributions of such funds to shall cause each Borrower or Secured Guarantor to, cause the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, applicable bank or financial institution at or with which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The any Collateral Account shall be is maintained to execute and deliver a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of Control Agreement or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant appropriate instrument with respect to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the such Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee perfect Agent’s Lien in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions hereof of the previous sentence shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and provided other employee wage and benefit payments to or for the benefit of a Credit Party’s employees and identified to Agent by Borrower as such; provided, however, that no Event of Default at all times Borrower and each Secured Guarantor shall have occurred maintain one or more separate Deposit Accounts to hold any and all amounts to be continuingused for payroll, the Company may direct the Trustee to invest payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in Cash Equivalents specified any other Deposit Account, (ii) the Lease Letter of Credit, and (iii) the LC Collateral Account. Borrower shall, and shall cause (x) each Credit Party (other than the Securities Subsidiary so long as, after February 26, 2016, it continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1) to maintain all its Deposit Accounts, primary Securities Accounts and other transaction accounts with Square 1 and its Affiliates, or, in the case of Securities Accounts, with other depository institutions constituting securities intermediaries where Square 1 or its Affiliates are providing investment advisory services with respect to the assets held in such direction, such investments Securities Accounts and (y) the Securities Subsidiary (at any time it is not required pursuant to mature clause (x) above to maintain its accounts with Square 1 and its Affiliates ) to maintain its assets in depository and securities accounts that permit daily monitoring by the times such funds are needed hereunder Agent and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each caseLender, to the extent such monitoring is permitted under Section 2.1(aby the financial institutions at which such accounts are held and, if such daily monitoring is not available, to provide to Agent or any Lender promptly (and in any event within one (1) Business Day) upon request, a report of cash and Section 3.5 hereofsecurities balances in form and substance reasonably satisfactory to Agent or such Lender for any such accounts owned by the Securities Subsidiary. Borrower and the Secured Guarantor shall at all times maintain in one or more Collateral Accounts, such direction each subject to certify that a Control Agreement, an amount of cash and/or cash equivalents equal to or greater than the lesser of (i) the sum of (A) the outstanding principal amount of the Obligations plus (B) five percent (5%) of the outstanding principal amount of the Obligations, or (ii) the difference of (A) the amount of any and all cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis and (B) $5,000. For the avoidance of doubt, no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited subject to a Lien in favor of Agent pursuant to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions Financing Documents unless otherwise required pursuant to Section 6.8 of this Agreement.” (e) Section 11.8(c)6.8 of the Credit Agreement is hereby amended by the addition of the following new sentence at the end of such section: “Notwithstanding the foregoing, so long as the Securities Subsidiary (i) promptly (and in any event by not later than December 31, 2015) after the Second Amendment Effective Date applies to the Massachusetts Department of Revenue for qualification as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1, (ii) receives approval by not later than February 26, 2016, and (iii) continues to qualify as a “Security Corporation”, such Securities Subsidiary shall not be subject to the Joinder Requirements; provided, that, for the avoidance of doubt, (i) if at any time the Securities Subsidiary is denied approval as a “Security Corporation,” or there is a determination by and notice from the Massachusetts Department of Revenue that the Securities Subsidiary ceases to qualify as “Security Corporation” after receipt of approval, it shall promptly (and in any event within ten (10) Business Days) become subject to the Joinder Requirements and shall promptly execute and deliver the required items, (ii) Borrower shall not be permitted to make any Investment in such Securities Subsidiary other than pursuant to clause (j) of the definition of Permitted Investments and (iii) the Securities Subsidiary shall be subject to a pledge by Borrower of 100% of the Securities Subsidiary’s equity interests pursuant to a pledge agreement in form and substance satisfactory to Agent. In furtherance of the foregoing, Borrower shall provide written notice to Agent and Lenders if, at any time, the Securities Subsidiary receives written notice or otherwise determines or becomes aware that it is denied approval or ceases to qualify as a “Security Corporation” by not later than two (2) Business Days after receipt of such notice or such date of determination.” (f) Section 7.3 of the Credit Agreement is hereby amended by deleting it in its entirety and substituting in lieu thereof the following revised Section 7.3:

Collateral Accounts. (a) The Trustee is authorized to receive any funds for Borrower and Administrative Agent hereby confirm that, following the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions execution of this IndentureAgreement, a special, separate deposit account (the Collateral Documents “Payments Account”) and a sub-account thereof (the Intercreditor Agreement. (b) Prior to “Debt Service Account”), each in the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained withname of, and under the sole dominion and control of, the TrusteeAdministrative Agent will be established with DBTCA, solely for the purposes set forth herein. The Borrower hereby authorizes and agrees and the Administrative Agent agrees, that until (i) the Payments Accounts and the Debt Service Account have been established, and (ii) the Account Agreement has been executed and delivered by each of the parties thereto pursuant to Section 8.1(2), the account with Deutsche Bank, ABA #000000000, Commercial Loan Division, bearing account number AC#00000000 Re: CNL Hospitality Term (10/04) (the “Suspense Account,” and with the Payments Account and the Debt Service Account, the “Collateral Accounts”) shall substitute for the Payments Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) Debt Service Account and all Collateral amounts contemplated to be transferred, deposited or disbursed to or from the Payments Account or Debt Service Account under this Article VIII shall instead be transferred, deposited or disbursed to, from or within the Suspense Account in the amounts required under this Agreement as if the Payments Account and Debt Service Account were in use hereunder. Each such transfer, deposit or disbursement shall be credited thereto. All cash and Cash Equivalents received by or debited to the Trustee from Asset Dispositions of CollateralPayments Account or Debt Service Account, Recovery Eventsas applicable, Asset Swaps involving on the transfer of Collateral, foreclosures of or sales records of the CollateralSuspense Account. Upon the establishment of the Payments Account and the Debt Service Account and the execution and delivery of the Account Agreement by each of the parties thereto pursuant to Section 8.1(2), issuances amounts on deposit in the Suspense Account for the credit of Additional Notes each such respective account shall be transferred to such account. Borrower hereby agrees and other awards or proceeds confirms to the Administrative Agent (and shall agree and confirm to DBTCA pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from Account Agreement) that it has no dominion or control whatsoever of the Collateral received pursuant to the Collateral Documents, shall be deposited Accounts or any funds or amounts in the Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor AgreementAccounts, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with Borrower hereby disclaims any and all deposits rights of any nature whatsoever to be made into control or otherwise direct or make any claim against the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds or other amounts in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of Accounts at any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.1(a) and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c)time.

Collateral Accounts. (a) The Trustee is authorized Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to receive any funds Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party's knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for the benefit any of the Holders distributed underforegoing, and without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with, the Collateral Documents, with practices and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant policies previously disclosed in writing to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuingAgents. So long as no Event of Default shall have exists or has occurred and be is continuing, the Company Borrowers and each Borrowing Base Guarantor may direct settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the Trustee applicable Collateral Agents shall, at their option, have the exclusive right to sellsettle, liquidate adjust or cause the redemption compromise any claim, offset, counterclaim or dispute with Account Debtors of any such investments Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to transmit the proceeds Collateral Agents pursuant to the Company terms of this Agreement or its designee, in each case, any applicable Security Document (to the extent permitted under Section 2.1(aso required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds promptly reflected in the Collateral Account shall be credited to reporting of the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any saleBorrowing Base, liquidation or redemption thereof made in accordance with the provisions terms of this Section 11.8(c)Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents' name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Trustee is authorized Borrowers shall notify Collateral Agent promptly of: (i) the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor which, in the aggregate, exceed $150,000, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) to receive any funds Loan Parties’ knowledge, the bankruptcy or insolvency (voluntary or involuntary), or winding up or liquidation, of any Account Debtor, or any Account Debtor shall make a general assignment for the benefit of creditors or shall become unable or fail generally to pay its debts as they become due and (iii) any material change in the Holders distributed under, and in accordance with, credit policies of a Borrower or any Guarantor without the prior consent of the Collateral DocumentsAgent. Borrowers hereby agree not to grant to any Account Debtor any credit, and discount, allowance or extension, or to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales enter into any agreement for any of the Collateralforegoing, issuances of Additional Notes and other awards or proceeds pursuant to the without Collateral DocumentsAgent’s consent, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited except in the Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee ordinary course of business in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 practices and Section 11.8(a). In connection with any and all deposits policies previously disclosed in writing to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuingAgent. So long as no Event of Default shall have exists or has occurred and be is continuing, Borrowers may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Collateral Agent shall, at its option, have the Company may direct the Trustee exclusive right to sellsettle, liquidate adjust or cause the redemption compromise any claim, offset, counterclaim or dispute with Account Debtors of any such investments Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agent or schedule thereof delivered to Collateral Agent shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to transmit the proceeds Collateral Agent pursuant to the Company terms of this Agreement or its designee, in each case, any applicable Security Document (to the extent permitted under Section 2.1(aso required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agent and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds promptly reflected in the Collateral Account shall be credited to reporting of the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any saleBorrowing Base, liquidation or redemption thereof made in accordance with the provisions terms of this Section 11.8(c)Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agent shall have the right at any time or times, in Collateral Agent’s name or in the name of a nominee of Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, each Borrower hereby agrees to provide Collateral Agent upon request the name and address of each Account Debtor of such Borrower.

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed underBorrower shall, and shall cause each Guarantor to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Borrower or Guarantor at any time maintains (and in accordance withconnection with any such Collateral Account established after the Closing Date, the prior to opening such Collateral DocumentsAccount), Borrower shall, and to make further distributions of such funds to shall cause each Guarantor to, cause the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, applicable bank or financial institution at or with which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The any Collateral Account shall be is maintained to execute and deliver a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of Control Agreement or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant appropriate instrument with respect to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the such Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee perfect Agent’s Lien in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event terms hereunder, which Control Agreement, inter alia, (a) provides that, upon written notice from Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified such Collateral Account without further consent by Borrower or such Guarantor and (b) may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) the Deposit Account maintained at Zions Bank as set out in the Perfection Certificate for so long as the balance maintained in such directionaccount does not exceed Five Hundred Fifty Thousand Dollars ($500,000) at any time, such investments (ii) Deposit Accounts subject to mature a Lien permitted by clause (k) of the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event definition of Default shall have occurred and be continuing. So “Permitted Liens” for so long as no Event a Lien in favor of Default shall have occurred Agent on such Deposit Account is prohibited, (iii) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s discretion, other employee wage and be continuingbenefit payments to or for the benefit of a Credit Party’s employees and identified to Agent by Borrower as such; provided, however, that, at all times from and after the Company may direct date which is thirty (30) days following the Trustee earlier to sell, liquidate or cause occur of (x) the redemption initial Tranche 2 Funding Date and (y) Borrower’s cash and cash equivalents as of the end of any month do not exceed $30,000,000, Borrower shall maintain one (1) or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.1(a) and Section 3.5 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of purposes with funds in the Collateral Account shall be credited to the Collateral any other Deposit Account. The Trustee total amount of cash and cash equivalents held by (i) Recursion GmbH in Deposit Accounts shall have no liability for not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000) (or the foreign currency equivalent thereof) at any loss incurred one time and (ii) Subsidiaries that are not Guarantors (other than Recursion GmbH) shall not, individually or in connection with the aggregate, exceed Five Hundred Thousand Dollars ($500,000) (or the foreign currency equivalent thereof) at any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c)one time.

Collateral Accounts. (a) On the Issue Date, the Issuer shall deposit funds from the net proceeds of the issuance of the Initial Securities in an amount sufficient to fund the purchase of the Existing Convertible Notes in the Tender Offers (assuming that all Existing Convertible Notes will be tendered in the Tender Offers), including the payment of accrued but unpaid interest thereon, directly into the Tender Offer Collateral Account, which together with any money or other property from time to time therein, shall constitute part of the Collateral. Such proceeds shall only be available to the Issuer, the Company or any Restricted Subsidiary and shall be released from the Tender Offer Collateral Account: (i) to purchase the Existing Convertible Notes in the Tender Offers; (ii) if any Existing Convertible Notes remain outstanding after the completion of the Tender Offers, (A) to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any remaining Existing Convertible Notes or (B) to make payments of cash dividends to the Company in an amount sufficient to enable the Company to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any such Existing Convertible Notes (provided that such payment be applied directly to such repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal); and (iii) (x) following expiration of the May 15, 2010 put rights of the holders of the 3.0% Convertible Senior Notes due 2027, to the extent the holders thereof do not exercise their put rights pursuant to the terms of such notes, the related amounts for general corporate purposes by the Issuer and (y) following expiration of the January 15, 2011 put rights of the holders of the 4.875% Senior Convertible Senior Notes due 2018 to the extent the holders thereof do not exercise their put rights pursuant to the terms of such notes, the related amounts and any remaining funds for general corporate purposes by the Issuer. Prior to any release of funds from the Tender Offer Collateral Account, the Issuer shall provide an Officers’ Certificate to the Collateral Agent and the party with control over such Tender Offer Collateral Account stating the use of such funds and confirming that such use complies with this Indenture. (b) The Trustee is and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents Indenture and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Security Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Tender Offer Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company Issuer may direct the Trustee party with control over such Tender Offer Collateral Account to invest such funds in Temporary Cash Equivalents Investments specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Temporary Cash Equivalents Investments and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company Issuer may direct the Trustee party with control over such Tender Offer Collateral Account to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.1(a) and Section 3.5 hereofinvestments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Tender Offer Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c).such