Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date.

Collateral Accounts. The (a) Each Borrower will irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant make such payments directly to Section 4.5, or any Peso-denominated account opened by the Collateral Account until such time as the Obligations are paid in full and Intercreditor Agent with any Mexican bank this Agreement has been irrevocably termintaed. All of Borrowers' invoices, account statements and other written or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account)oral communications directing, (i) the proceeds instructing, demanding or requesting payment of any sale or foreclosure action taken pursuant to this Agreement Account of Borrowers or any other amount constituting Collateral Document shall conspicuously direct that all payments be made to the Collateral Account and shall include the address for the Collateral Account. If, notwithstanding the instructions to Account Debtors to make payments to the Collateral Account, any Borrower receives any payments, such Borrower shall deposit such payments into the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the property of Lender and shall not commingle such payments with any of its other funds or property. Commencing one hundred and twenty (ii120) days after the Closing Date, to the extent any monies otherwise received for satisfaction Account Debtor does not make a payment directly to the Collateral Account, Borrowers shall pay Lender a fee equal to five percent (5%) of the Secured amount of such payment not so remitted to the Collateral Account with a minimum fee of $25 per payment. (b) All deposits in the Collateral Account shall constitute Proceeds. The proceeds shall be applied to the Loans at such times as set forth in Paragraph 9(b) hereof, Lender from time to time at may apply deposited funds in the Collateral Account to the payment of the Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts order or securities accounts manner of any Grantor and any amounts transferred from application satisfactory to Lender. In the Proceeds Account or Event absence of Loss Account, in each case upon the occurrence and during the continuance of a Collateral an Event of Default), payments shall be applied to amounts then due and payable in the following order: (1) to fees and expenses reimbursable hereunder; provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate (2) to interest on the day Loans; (3) to principal payments on the Loans and to provide cash collateral for Letter of such conversion Credit Obligations in the manner described in Section 19, ratably to the aggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (and may open an account, which shall be deemed a Collateral Account, if necessary 4) to receive funds all other Obligations. (c) All items deposited in such other currency prior to conversion). All monies held in any the Collateral Account shall be trust funds held by subject to final payment. If any such item is returned uncollected, Borrowers will immediately pay Lender, or, for items deposited in the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to Borrowers' commercial account or other account at such bank. Borrowers shall be liable as an endorser on all items deposited in the case of any Collateral Account, whether or not in fact endorsed by Borrower. (d) All amounts in the Collateral Account established in connection with excess of the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Datethen existing Obligations shall be remitted to Borrowers within three (3) Business Days of such amounts becoming good funds.

Collateral Accounts. (a) The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral establish and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent maintain for the benefit of the Secured Parties one or more accounts (each a “Collateral Account”), each in the name of the Collateral Agent or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the joint name of the Collateral Agent and the Intermediary, that shall be administered and operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the purpose respective benefit of making payments therefrom each Secured Party as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the Intermediary shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 4.2 6.1 hereof) and shall constitute part of the Collateral. control. (b) The Collateral Servicer and Intercreditor Agent each Grantor shall maintain such sub-accounts cause: (i) all amounts due from Manufacturers and records their related auctions dealers under their Manufacturer Programs with respect to each the Vehicles, other than Excluded Payments and Permitted Check Payments, to be deposited directly into a Collateral Account as will permit by the segregation Manufacturers and allocation the related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account of proceeds of Collateral an Invoice Adjustment when due in accordance with Section 4.21.05(d) of the Purchase Agreement and such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be required to be deposited in a Collateral Account; (ii) all amounts representing the proceeds from sales of Vehicles to third parties, other than the Manufacturers or their related auction dealers, and all amounts received by the Servicer in the form of Permitted Check Payments to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; (iii) all insurance proceeds and warranty payments in respect of the Vehicles, other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; provided, however, that unless an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the Vehicles shall not be required to be deposited in a Collateral Account; (iv) all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement to be deposited directly into a Collateral Account by the Nominee; (v) all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement to be deposited directly into a Collateral Account by the Hertz Nominee; (vi) all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement to be deposited directly into a Collateral Account by the HFC Nominee; and (vii) all other Proceeds of the Vehicle Collateral, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer. In addition, any Grantor receiving any Proceeds of the Vehicle Collateral directly shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (ii), (iii) or (vii) of this Section 2.5(b) and determines that such amount is Proceeds of the HVF Collateral, Proceeds of the HGI Collateral, Proceeds with respect to the GE Financed Vehicles or Proceeds with respect to the other Vehicles owned by Hertz before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.5(b), the Servicer shall deposit such amount directly into the Collection Account or an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HVF Vehicle Collateral, deposit such amount directly into the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HGI Collateral, deposit such amount directly into the GE Collateral Account or a Xxxxx XX Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the GE Financed Vehicles or deposit such amount directly into an account designated by Hertz or a Hertz Exchange Account other than a Xxxxx XX Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the other Vehicles owned by Hertz. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than seven Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the HVF Vehicle Collateral, (ii) the amount thereof which represents Proceeds of the HGI Vehicle Collateral, (iii) the amount thereof which represents Proceeds with respect to the GE Financed Vehicles and (iv) the amount thereof which represents Proceeds with respect to the other Vehicles owned by Hertz. The Collateral and Intercreditor Agent shall establish a Peso-denominated pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral AccountAccount and deposit in either the Collection Account or, and in the case of Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HVF Collateral, withdraw from the applicable Collateral Account and deposit in either the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HGI Collateral, withdraw from the applicable Collateral Account and deposit in either the GE Collateral Account or a Xxxxx XX Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to the GE Financed Vehicles and withdraw from the applicable Collateral Account and deposit in either an account designated by Hertz or a Hertz Exchange Account other than a Xxxxx XX Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to other Vehicles owned by Hertz. Upon receipt by a Responsible Officer of the Collateral Agent from a Manufacturer of any information pertaining to payments made by such Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, the Collateral Agent shall provide such information to the Servicer. (d) If at any time the Servicer or any Secured Party shall receive any funds to which it is not entitled pursuant to the provisions of this Agreement, the Collateral Agent, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents. (e) The Servicer may instruct in writing the Collateral Agent to invest funds on deposit in a Collateral Accounts in Permitted Investments. If the Collateral Agent does not receive instructions from the Servicer prior to 11:00 a.m., New York City time, on any day as to the distribution or investment of any funds on deposit in a Collateral Account then the Collateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by the Servicer to the Collateral Agent. All investments of funds on deposit in any Collateral Account established in connection with shall be redeemable or mature on the Comegua Pledged Stock, a Balboa-denominated next Business Day. The Collateral Account promptly following Agent shall not be responsible for any losses incurred on any investments made pursuant to this Section 2.5(e). All investment earnings (net of losses and investment expenses) shall be payable to the Issue Servicer on each Payment Date.

Collateral Accounts. (a) If and when required for purposes hereof, the Collateral Representative 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 be deposited therein pursuant to the Note Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in this Section. (b) The Collateral Representative shall deposit the following amounts, as and Intercreditor Agent shall depositwhen received by it, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by in the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), Account of the applicable Lien Grantor: (i) each amount required by the proceeds of any sale or foreclosure action taken pursuant Note Documents to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligationsbe deposited therein, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, all proceeds specified in Section 5.04(d) of the Note Purchase Agreement; and (ii) each amount realized or otherwise received by the Collateral Representative with respect to assets of such Lien Grantor upon any dividends, lease payments or other proceeds in respect exercise of remedies pursuant to any Security Document. (c) Unless (x) an Event of Default shall have occurred and be continuing and the Required Holders shall have instructed the Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any Representative to stop withdrawing amounts transferred from the Proceeds Collateral Account pursuant to this subsection or Event (y) the maturity of Loss Accountthe Notes shall have been accelerated pursuant to Article 7 of the Note Purchase Agreement, the Collateral Representative shall withdraw amounts deposited in each case upon the occurrence Collateral Account in accordance with Section 5.04(d) of the Note Purchase Agreement and during apply them to pay, or reimburse the continuance Company and its Subsidiaries for paying, the cost of a Collateral Event of Default); provided repairing, restoring or replacing the affected property to the extent that the Collateral and Intercreditor Agent shall convert amounts received in any currency other Company has certified, no less than Dollars into Dollars on or promptly following 5 Business Days prior to the day received at the Actual Conversion Rate on the day date of such conversion withdrawal, that (i) it and may open an accountits Subsidiaries intend to apply all or any portion of such amounts to pay the cost of repairing, which shall restoring or replacing the affected property and (ii) if such property is to be deemed a replaced, the property acquired to replace it will be included in the Collateral Account, if necessary at least to receive funds in such other currency prior the extent that the property to conversion). All monies 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, if an Event of Default shall have occurred and be trust funds held by continuing, the Collateral Representative may select such Temporary Cash Investments. (e) If an Event of Default shall have occurred and Intercreditor Agent for be continuing, the benefit of the Secured Parties for the purpose of making payments therefrom Collateral Representative may withdraw any amounts held therein and apply such amounts as provided in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date9.

Collateral Accounts. (a) The Trustee 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 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) The Collateral and Intercreditor Agent shall depositestablish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, promptly upon receipt thereofbe maintained with, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1and under the sole control of, the “Collateral Account”) Agent. The Collateral Accounts shall be trust accounts and shall be established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened and maintained by the Collateral Agent at one of its corporate trust offices (which may include the Corporate Trust Office) and Intercreditor all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent with any Mexican bank from Asset Dispositions of First-Priority Collateral, Recovery Events, foreclosures of or institution established sales of First-Priority Collateral, Net Insurance Proceeds and other awards or proceeds pursuant to Section 4.5 (which account the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deemed a deposited in the Collateral Account), and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, Sections 3.8, 6.10 and 11.8(a). In connection with any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that all deposits to be made into the Collateral and Accounts under this Indenture, the Collateral Documents or the Intercreditor Agent Agreement, the Trustee and/or the Collateral Agent, as applicable, shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open receive an account, Officers’ Certificate identifying which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by receive such deposit and directing the Trustee and/or the Collateral and Intercreditor Agent for to make such deposit. (c) Pending the benefit distribution of funds in the Secured Parties for the purpose of making payments therefrom Collateral Accounts in accordance with Section 4.2 the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute part 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 CollateralCompany may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. The Any gain or income on any investment of funds in the Collateral and Intercreditor Accounts shall be credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall maintain such sub-accounts and records have any liability for any loss incurred in connection with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date11.8(c).

Collateral Accounts. The (a) Borrower will irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, make such payments directly to the “Collateral Account”) established with the Securities Intermediary. All of Borrower's invoices, pursuant to Section 4.5account statements and other written or oral communications directing, instructing, demanding or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds requesting payment of any sale or foreclosure action taken pursuant to this Agreement Account of Borrower or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets amount constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided shall conspicuously direct that all payments be made to the Collateral Account and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following include the day received at address for the Actual Conversion Rate on Collateral Account. If, notwithstanding the day of such conversion (and may open an account, which shall be deemed a instructions to Account Debtors to make payments to the Collateral Account, if necessary Borrower receives any payments, Borrower shall deposit such payments into the Collateral Account. Until so deposited, Borrower shall hold all such payments in trust for and as the property of Lender and shall not commingle such payments with any of its other funds or property. Commencing sixty (60) days after the Closing Date, to receive the extent any Account Debtor does not make a payment directly to the Collateral Account, Borrower shall pay Lender a fee equal to five percent (5%) of the amount of such payment not so remitted to the Collateral Account with a minimum fee of $25 per payment. (b) All deposits in the Collateral Account shall constitute Proceeds. Lender from time to time at may apply deposited funds in such other currency prior the Collateral Account to conversion). All monies held the payment of the Obligations, in any order or manner of application satisfactory to Lender. (c) All items deposited in the Collateral Account shall be trust funds held by subject to final payment. If any such item is returned uncollected, Borrower will immediately pay Lender, or, for items deposited in the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to Borrower's commercial account or other account at such bank. Borrower shall be liable as an endorser on all items deposited in the case of any Collateral Account established Account, whether or not in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Datefact endorsed by Borrower.

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. (b) Prior to the Escrow Release Date, the Collateral Agent shall have established the Collateral Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Collateral Accounts shall be trust accounts and Intercreditor Agent shall depositbe 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 Net Proceeds from Asset Sales, promptly upon receipt thereofRecovery Events in respect of Collateral, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1Net Awards or Net Insurance Proceeds in an aggregate amount in excess of $10.0 million, including earnings, revenues, rents, issues, profits and income therefrom and interest earned thereon, shall be deposited in the “Collateral Account”) established Account and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 terms of this Indenture (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, at the direction of the Issuer to make any dividendsapplication or disbursement permitted by Section 3.5, lease payments Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts under this Indenture, the Security Documents or other proceeds the Junior Lien Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to make such deposit. (c) Pending the distribution of funds in respect the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Issuer may direct the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute 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 Issuer may direct the Collateral Agent to sell, liquidate or cause the redemption of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or such investments, such direction to certify that no Event of Loss Account, in each case upon the occurrence Default shall have occurred and during the continuance be continuing. Any gain or income on any investment of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any the Collateral Account shall be trust funds held by credited to the Collateral and Intercreditor Account. The Collateral Agent shall have no liability for the benefit of the Secured Parties for the purpose of making payments therefrom any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date11.8(c).

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 Agreements. (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 and Intercreditor Agent Account shall deposit, promptly upon receipt thereof, into be a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) and shall be established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened and maintained by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 Trustee at one of its corporate trust offices (which account may include the New York corporate trust office) and all Collateral shall be deemed a Collateral Account)credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, (i) Recovery Events, Asset Swaps involving the proceeds transfer of any sale Collateral, foreclosures of or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction sales of the Secured Obligations, whether from the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the CompanyCollateral 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 GuarantorsCollateral Documents or the Intercreditor Agreements, any Affiliate and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of the Company or otherwise this Indenture (and including, without limitation, Section 2.01(a), Section 3.05, Section 6.10 and Section 11.08(a). In connection with any dividendsand all deposits to be made into the Collateral Account under this Indenture, lease payments 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 other proceeds in respect cause the redemption of any Collateral such investments and any cash to transmit the proceeds to the Company or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Accountits designee, in each case upon case, to the occurrence extent permitted under Section 2.01(a) and during the continuance of a Collateral Section 3.05 hereof, such direction to certify that no Event of Default); provided that the Collateral Default shall have occurred and Intercreditor Agent shall convert amounts received in be continuing. Any gain or income on any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day investment of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any the Collateral Account shall be trust funds held by credited to the Collateral and Intercreditor Agent Account. The Trustee shall have no liability for the benefit of the Secured Parties for the purpose of making payments therefrom any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date11.08(c).

Collateral Accounts. Collateral Agent is hereby authorized to establish and maintain at its office at One Bankers Trust Plaza, New York, New York, two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent, one, a restricted deposit account designated as "OI GRANTOR COLLATERAL ACCOUNT" and the second, a restricted deposit account designated "OI L/C COLLATERAL ACCOUNT". The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant "OI GRANTOR COLLATERAL ACCOUNT" is referred to this Section 4.1herein as the "GENERAL COLLATERAL ACCOUNT", the “"OI L/C COLLATERAL ACCOUNT" is referred to herein as the "L/C COLLATERAL ACCOUNT" and General Collateral Account and L/C Collateral Account”) established with , collectively, are referred to herein as the Securities Intermediary, pursuant to Section 4.5, or "COLLATERAL ACCOUNTS". All amounts at any Peso-denominated account opened by time held in the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account Accounts shall be deemed a beneficially owned by Grantors but shall be held in the name of Collateral Agent hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the Intercreditor Agreement. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in SECTION 5.4b of the Credit Agreement with respect to the General Collateral Account), (i) otherwise receive any funds deposited into the proceeds Collateral Accounts. Anything contained herein to the contrary notwithstanding, the Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any sale other appropriate banking or foreclosure action taken pursuant to this Agreement Governmental Authority, as may now or any other hereafter be in effect. All deposits of funds in the Collateral Document and Accounts shall be made by wire transfer (iior, if applicable, by intra-bank transfer from another account of a Grantor) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Accountimmediately available funds, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom addressed in accordance with Section 4.2 and shall constitute part instructions of Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the Collateraldate, amount and method of delivery of such deposit. The Cash held by Collateral Agent in the Collateral Accounts shall not be invested by Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral Accounts shall bear interest at the standard rate paid by Collateral Agent to its customers for deposits of like amounts and Intercreditor Agent terms. Subject to Collateral Agent's rights hereunder, any interest earned on deposits of cash in the Collateral Accounts shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Accountbe deposited directly in, and held in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue DateAccounts.

Collateral Accounts. The Collateral and Intercreditor Agent Each Borrower or Lessor, as the context may require, shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust establish prior to the relevant Drawdown Date at the Security Trustee an account (each a “Collateral Account” and together with each other account created pursuant to this Section 4.1, the “Collateral AccountAccounts”) established with in the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by name of and under the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction control of the Secured ObligationsSecurity Trustee, whether from the Collateralinto which all Basic Rent, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral Return Compensation Payments and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss proceeds, and any other amounts payable by the relevant Lessee to such Mortgagor under the relevant Lease (including proceeds of insurance but excluding any Excluded Payment, any maintenance reserves or supplemental rent payable under such Lease and any security deposit payable under such Lease), and all amounts payable in connection with the Loan related to the related Aircraft under the Loan Operative Documents, including without limitation any amounts payable to the relevant Borrower under a Swap Agreement with respect thereto, shall be deposited into the relevant Collateral Account, . The balance from time to time in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which Accounts shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by under the Collateral and Intercreditor Agent for the benefit control of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 Security Trustee and shall constitute part of the CollateralMortgaged Property hereunder and shall not constitute payment of the Secured Obligations until applied as herein provided and shall be subject to withdrawal only as provided herein. The All amounts deposited into the Collateral Accounts shall be applied in the manner set forth in Section 3.01 (subject to Section 3.02 or 3.03, as the case may be). Subject to the foregoing, the relevant Mortgagor and Intercreditor Agent shall maintain such sub-accounts the Security Trustee hereby irrevocably instruct Wilmington Trust Company to apply amounts on deposit in the Collateral Accounts in the manner set forth in Section 3.01, 3.02 or 3.03, as the case may be. Such Mortgagor and records with respect to each the Security Trustee agree that any amounts received into the relevant Collateral Account as will permit and not immediately applied pursuant to Section 3.01 or 3.02 may be invested from time to time in Agreed Investments unless otherwise instructed by the segregation and allocation relevant Mortgagor, or, following the occurrence of proceeds a Default or an Event of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral AccountDefault which is continuing, the Required Participants, and in that any income earned or losses incurred on such investments will be for the case account of any the relevant Mortgagor (where funds credited to such Collateral Account established are invested). For the avoidance of doubt, the Mortgagee and each Mortgagor agrees that any maintenance reserves or supplemental rent payable under a Lease and any security deposit payable under a Lease that is deposited in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following may be paid to the Issue Daterelevant Mortgagor or the Borrower Parent.

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”a) established with the Securities Intermediary, pursuant Subject to Section 4.53.5, or any Peso-denominated account opened by the maintain Borrower’s and Guarantors’ Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), Accounts either (i) the proceeds at depositary institutions that have agreed to execute Control Agreements in favor of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and Agent (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the ratable benefit of the Secured Parties Parties) with respect to such Collateral Accounts or, (ii) for which a first priority perfected security interest has been (or, with respect to the Leumi Account, may be) obtained pursuant to non-US law without a Control Agreement (“Foreign Accounts”) (provided that, with respect to the Leumi Account, it is understood that the security interest in such account may be subordinated to the security interest granted to Bank Leumi therein). This Section 6.6 shall not apply to (x) Excluded Accounts and (y) Collateral Accounts held in jurisdictions outside the United States, provided that the aggregate amounts in such accounts do not exceed Five Hundred Thousand Dollars ($500,000) at any time. (b) Subject to Section 6.6(a), Borrower shall provide the Lenders and Collateral Agent ten (10) days’ prior written notice before Borrower or any Guarantor establishes any Collateral Account other than Excluded Accounts. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the purpose ratable benefit of making payments therefrom the Secured Parties) in accordance with Section 4.2 and shall constitute part the terms hereunder prior to the establishment of such Collateral Account. The provisions of the Collateral. The Collateral and Intercreditor Agent previous sentence shall not apply to Excluded Accounts or Foreign Accounts. (c) Neither Borrower nor any Guarantor shall maintain such sub-accounts and records with respect to each any Collateral Account as will permit the segregation and allocation of proceeds of Accounts except Collateral Accounts maintained in accordance with this Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date6.6.

Collateral Accounts. (a) The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, establish and maintain at its principal banking office in New York City four accounts into a Dollar-denominated trust account which it shall (together with each except as otherwise explicitly provided in any Support Document) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other account created capacity) in respect of the Collateral or pursuant to this Section 4.1enforcement of the Guarantee Agreement upon an Actionable Default, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated including all monies received on account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale of or foreclosure action taken other realization upon any of the Collateral pursuant to this Agreement or any Security Document; PROVIDED, HOWEVER, that notwithstanding any other Collateral Document and (ii) any monies otherwise received for satisfaction provision of this Agreement, amounts that Chase shall receive on account of the Secured ObligationsOutstanding Credit Agreement Obligations in its capacity as Agent, whether from the Collateral, the Company, the Guarantors, any Affiliate and not through enforcement of the Company Guarantee Agreement upon an Actionable Default or otherwise (and including, without limitation, any dividends, lease payments through the sale of or other proceeds in respect of realization upon any Collateral as provided herein and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts the Security Documents, shall be distributed by it in accordance with the provisions of any Grantor the Credit Agreement and any amounts transferred from the Proceeds Account or Event of Loss Account, shall not be deposited in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received Accounts. One of the four accounts referred to in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which preceding sentence shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral established and Intercreditor Agent maintained for the benefit of the Secured Parties Credit Agreement Creditors in respect of the Outstanding Revolving Credit Facility Obligations (the "REVOLVING CREDIT FACILITY COLLATERAL ACCOUNT"), the second shall be established and maintained for the purpose benefit of making payments therefrom the Credit Agreement Creditors in respect of the Outstanding Term Facility Obligations (the "TERM FACILITY COLLATERAL ACCOUNT"), the third account shall be established and maintained for the benefit of the Tranche A Exchange Note Purchasers (the "TRANCHE A EXCHANGE NOTE PURCHASE AGREEMENT COLLATERAL ACCOUNT") and the fourth shall be established and maintained for the benefit of the LOC Creditors (the "LETTER OF CREDIT COLLATERAL ACCOUNT" and, together with the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account, the "COLLATERAL ACCOUNTS"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Support Documents, it being understood that any such amounts may be released to the Company to the extent required by any of the Security Documents (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with Section 4.2 and the aggregate amounts deposited in such accounts during the term of this Agreement; PROVIDED, HOWEVER, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall constitute part of the Collateralbe deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). The Company, TA, National and TAFSI shall have no rights with respect to, and the Collateral and Intercreditor Agent shall maintain have exclusive dominion and control over, the Collateral Accounts. (b) Except as set forth in paragraphs (d), (g) and (h) below, and subject to the provisions of paragraph (h) below, all amounts that the Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of Outstanding Revolving Credit Facility Obligations, Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such time. (c) The Collateral Agent shall establish sub-accounts and records in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account as will permit shall be allocated between, and deposited in, the segregation and allocation of proceeds of Collateral respective sub-accounts therein pro rata in accordance with Section 4.2the Unfunded LOC Exposure with respect to the related Letters of Credit. The If, on or after the date on which any funds are deposited in the Letter of Credit Collateral and Intercreditor Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall establish shall, upon the written request of the Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such LC Disbursement as if such reimbursement were being made by the Company pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded LOC Exposure thereunder (other than as a Pesoresult of an LC Disbursement), the amount of funds in the sub-denominated Collateral Accountaccount with respect to such Letter of Credit (or, and in the case of any partial reduction in the amount of Unfunded LOC Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account established and the Letter of Credit Collateral Account pro rata in connection accordance with the Comegua Pledged Stockaggregate amount of the Outstanding Revolving Credit Facility Obligations, a BalboaOutstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the out-denominated of-pocket costs and expenses (including reasonable attorney fees and disbursements) incurred by the Collateral Agent in administering and carrying out its obligations under this Agreement or any of the Support Documents, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts which have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; PROVIDED, HOWEVER, that any such application shall be allocated as between the Revolving Credit Facility Collateral Account, Term Facility Collateral Account, the Letter of Credit Collateral Account promptly following (provided that the Issue Dateaggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Tranche A Exchange Note Purchase Agreement Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Tranche A Exchange Note Purchaser, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(e) by such Credit Agreement Creditor or Tranche A Exchange Note Purchaser by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of the Company, TA, National or TAFSI under any of the Credit Transaction Documents (collectively, "REIMBURSEMENT OBLIGATIONS"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); PROVIDED, HOWEVER, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Participating Creditors (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not exceed $4,000,000. (i) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts in respect of any Mortgaged Property and the related Mortgage omits as a secured obligation the Outstanding Revolving Credit Facility Obligations (including Letters of Credit) (each such Mortgage being a "PARTIAL MORTGAGE"), then, (A) all such amounts that the Collateral Agent is required to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Term Facility Obligations and the Outstanding Tranche A Exchange Note Purchase Agreement Obligations and (B) none of the amounts so deposited in the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account shall be deposited in the Revolving Credit Facility Collateral Account or the Letter of Credit Collateral Account pursuant to Section 4.02(b) or 4.02(c), respectively.

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders dis- tributed 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) Within sixty (60) days after the Issue Date, or as soon as practicable thereafter upon the use of commercially reasonable efforts, the Company shall establish the Collateral Account, which shall be under the sole dominion and control of the Notes Collateral Agent. The Collateral and Intercreditor Agent Ac- count shall deposit, promptly upon receipt thereof, into be a Dollar-denominated trust account (together with each and may be established and maintained by the Notes Collateral Agent at one of its corporate trust offices and all proceeds in respect of the Notes Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Sales or Recovery Events in respect of Notes Collateral, or from foreclosures of or sales of Notes Collateral, issuances of Additional Notes and other account created awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, is- sues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by this Section 4.1Indenture, the “Collateral Account”) established Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Notes Collat- eral Agent in accordance with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 terms of this Indenture (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, Section 3.05, Section 6.10 and Section 12.08(a)). In connection with any dividendsand all deposits to be made into the Collateral Account under this Indenture, lease payments the Notes Collateral Agent shall receive an Officers’ Certificate directing the Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents spec- ified 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 Notes Collateral Agent in writing to sell, liquidate or other proceeds in respect cause the redemption of any Collateral such investments and any cash to transmit the proceeds to the Company or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Accountits designee, in each case upon case, to the occurrence and during the continuance of a Collateral extent permitted under Section 3.05 hereof, such direction to certify that no Event of Default); provided that the Collateral Default shall have occurred and Intercreditor Agent shall convert amounts received in be continuing. Any gain or income on any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day investment of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any the Collateral Account shall be trust funds held by credited to the Collateral and Intercreditor Account. The Notes Collateral Agent shall have no liability for the benefit se- lection of the Secured Parties any Cash Equivalent or for the purpose of making payments therefrom any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date12.08(c).

Collateral Accounts. (a) The Trustee 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 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 Agreements. (b) The Collateral and Intercreditor Agent shall depositestablish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, promptly upon receipt thereofbe maintained with, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1and under the sole control of, the “Collateral Account”) Agent. The Collateral Accounts shall be trust accounts and shall be established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened and maintained by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 at one of its corporate trust offices (which account may include the New York corporate trust office) and all Collateral shall be deemed a credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Account)Agent from Asset Dispositions of Collateral, (i) the proceeds Recovery Events, foreclosures of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction sales of the Secured Obligations, whether from the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the CompanyCollateral Documents, including earnings, revenues, rents, issues, profits and income from the GuarantorsCollateral received pursuant to the Collateral Documents, any Affiliate shall be deposited in the Non-ABL Collateral Account, in the case of proceeds from Non-ABL Collateral, or in the Company ABL Collateral Account, in the case of proceeds from ABL Collateral, and thereafter shall be held, applied and/or disbursed by the Trustee or otherwise the Collateral Agent, as applicable, in accordance with the terms of this Indenture (and including, without limitation, Sections 2.1(a), 3.7, 6.10 and 11.8(a). In connection with any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that all deposits to be made into the Collateral and Accounts under this Indenture, the Collateral Documents or the Intercreditor Agent Agreements, the Trustee and/or the Collateral Agent, as applicable, shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open receive an account, Officers’ Certificate identifying which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by receive such deposit and directing the Trustee and/or the Collateral and Intercreditor Agent for to make such deposit. (c) Pending the benefit distribution of funds in the Secured Parties for the purpose of making payments therefrom Collateral Accounts in accordance with Section 4.2 the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute part 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 CollateralCompany may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. The Any gain or income on any investment of funds in the Collateral and Intercreditor Accounts shall be credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall maintain such sub-accounts and records have any liability for any loss incurred in connection with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date11.8(c).

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 Indenture Subordination 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 and Intercreditor Agent Account shall deposit, promptly upon receipt thereof, into be a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) and shall be established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened and maintained by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 Trustee at one of its corporate trust offices (which account may include the New York corporate trust office) and all Collateral shall be deemed a Collateral Account)credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, (i) Recovery Events, Asset Swaps involving the proceeds transfer of any sale Collateral, foreclosures of or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction sales of the Secured Obligations, whether from the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the CompanyCollateral 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 GuarantorsCollateral Documents or the Indenture Subordination Agreement, any Affiliate and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of the Company or otherwise this Indenture (and including, without limitation, Section 2.1(a), Section 6.10 and Section 11.8(a)). In connection with any dividendsand all deposits to be made into the Collateral Account under this Indenture, lease payments 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 other proceeds in respect cause the redemption of any Collateral such investments and any cash to transmit the proceeds to the Company or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Accountits designee, in each case upon case, to the occurrence and during the continuance of a Collateral extent permitted under Section 2.1(a) hereof, such direction to certify that no Event of Default); provided that the Collateral Default shall have occurred and Intercreditor Agent shall convert amounts received in be continuing. Any gain or income on any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day investment of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any the Collateral Account shall be trust funds held by credited to the Collateral and Intercreditor Agent Account. The Trustee shall have no liability for the benefit of the Secured Parties for the purpose of making payments therefrom any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date11.8(c).

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 and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and Intercreditor under the sole control of, the First-Priority Collateral Agent and shall depositbe established and maintained by Bank of America, promptly upon receipt thereofN.A. All cash and Cash Equivalents received by the Junior First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, into a Dollar-denominated trust account (together Recovery Events with each other account created regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Intercreditor Agreements, be deposited in the Collateral Account to the extent required by this Section 4.1Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the “First-Priority Collateral Account”) established Agent to the Trustee in accordance with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 terms of this Indenture (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any dividendsand all deposits to be made into the Collateral Account under this Indenture, lease payments the Junior First Lien Notes Collateral Agent shall receive an Officer’s Certificate directing the Junior First Lien Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Junior First Lien Notes Collateral Agent in writing 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. The Company acknowledges that for so long as the Junior First Lien Notes Collateral Agent holds Cash Equivalents pending investment direction from the Company, such Cash Equivalents will be uninvested until one (1) Business Day after the Junior First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or other proceeds in respect cause the redemption of any Collateral such investments and any cash to transmit the proceeds to the Company or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Accountits designee, in each case upon case, to the occurrence extent permitted under Section 2.01(a) and during the continuance of a Collateral Section 3.02, such direction to certify that no Event of Default); provided that the Collateral Default shall have occurred and Intercreditor Agent shall convert amounts received in be continuing. Any gain or income on any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day investment of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any the Collateral Account shall be trust funds held by credited to the Collateral and Intercreditor Account. Neither the Trustee nor the Junior First Lien Notes Collateral Agent shall have any liability for the benefit of the Secured Parties for the purpose of making payments therefrom any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date11.08(c).

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”A) There is hereby established with the Securities IntermediaryCollateral Agent a cash collateral account (the "General Collateral Account") in the name and under the control of the Collateral Agent into which there shall be deposited from time to time the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance 765749.1 10/9/98 7:28p from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to subsection 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor shall (x) not more than 60 days after the Closing Date, in the case of any Subsidiary Guarantor and (y) not later than January 31, 1999, in the case of the Borrower, instruct all account debtors and other Persons obligated in respect of all Accounts of such Lien Grantor to make all payments in respect of such Accounts either (i) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in any state (other than Louisiana) in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such bank) under a Lockbox Letter substantially in the form of Exhibit B hereto duly executed by such Lien Grantor and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to Section 4.5, or any Peso-denominated account opened by which such Lien Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral and Intercreditor Agent with any Mexican bank for deposit into the General Collateral Account or institution established pursuant as the Collateral Agent may otherwise instruct such bank. All such payments made to Section 4.5 (which account the Collateral Agent shall be deemed a deposited in the General Collateral Account). In addition to the foregoing, (i) each Lien Grantor agrees that if the proceeds of any sale Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Lien Grantor shall as promptly as possible deposit such proceeds into the General Collateral Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or foreclosure action taken property of any Lien Grantor. (C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to this Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreements, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or 765749.1 10/9/98 7:28p capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any other amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Document Agent, shall constitute part of the Collateral hereunder and (ii) any monies otherwise received for satisfaction shall not constitute payment of the Secured ObligationsObligations until applied thereto as hereinafter provided, whether subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) The balance from time to time standing to the Collateralcredit of the General Collateral Account shall, except upon the occurrence and continuance of an Event of Default, be distributed to the Borrower or the applicable Lien Grantor upon its order. If immediately available cash on deposit in the General Collateral Account is not sufficient to make any distribution to the Borrower referred to in the previous sentence of this Section (D), the CompanyCollateral Agent shall liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 9, such distribution shall not be made until such liquidation has taken place. (E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the GuarantorsCollateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, any Affiliate of reconstructing or replacing the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds property in respect of any Collateral and any cash which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or other assets constituting Collateral treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon replacement for which such funds will be expended. (F) Upon the occurrence and during the continuance continuation of a Collateral an Event of Default), the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that that, if an Event of Default has occurred and is continuing, the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Accountshall, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held instructed by the Collateral Required Lenders, cause such Liquid Investments to be liquidated and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect apply or cause to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date.be applied 765749.1 10/9/98 7:28p

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”A) There is hereby established with the Securities Intermediary, Collateral Agent a cash collateral account (the "General Collateral Account") in the name and under the control of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 4.5, 9(B) or any Peso-denominated account opened other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral and Intercreditor Agent with respect to the balance from time to time standing to the credit of the General Collateral Account, including any Mexican bank interest or institution established capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 4.5 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor agrees that, from and after the date on which account shall be deemed a Collateral Account)the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, (i) if the proceeds of any sale Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or foreclosure action taken property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to this Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account. (C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any other amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Document Agent, shall constitute part of the Collateral hereunder and (ii) any monies otherwise received for satisfaction shall not constitute payment of the Secured ObligationsObligations until applied thereto as hereinafter provided, whether subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the CollateralGeneral Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the CompanyCollateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the Guarantors, any Affiliate balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions. (E) The balance from time to time standing to the credit of the Company Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or otherwise (and including, without limitation, any dividends, lease payments or other proceeds replacing the property in respect of any Collateral and any cash which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or other assets constituting Collateral treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon replacement for which such funds will be expended. (F) Upon the occurrence and during the continuance continuation of a Collateral an Event of Default), the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that the Collateral and Intercreditor Agent (i) each Liquid Investment shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held mature within 30 days after it is acquired by the Collateral Agent and Intercreditor Agent (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance Parties, with Section 4.2 and a perfected Security Interest therein, each Liquid Investment shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date.be either:

Collateral Accounts. The (a) Each Borrower agrees to deposit in its respective Collateral Accounts or, at the Lender's option, to deliver to the Lender all collections on Accounts, contract rights, chattel paper and Intercreditor Agent shall depositother rights to payment constituting Collateral (but not the proceeds of any loan to Borrower as a borrower made by any party other than Lender and permitted under the terms of this Agreement), promptly and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, into a Dollar-denominated in the form received, except for the Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in the Collateral Accounts, all proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Lender and shall not be commingled with any funds or property of the Borrower. Amounts deposited in the Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All such collections shall constitute proceeds of Collateral and shall not constitute payment of any Obligation. Collected funds from the Collateral Accounts shall be transferred to the Lender's general account, and the Lender may deposit in its general account (together or in the Collateral Accounts any and all collections received by it directly from the Borrower. The Lender may commingle such funds with each other account created pursuant to this Section 4.1, property of the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, Lender or any Peso-denominated account opened by other person. The Lender or the Borrower shall, after allowing two Banking Days after deposit in the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant Accounts, deposit such funds to Section 4.5 (which account shall be deemed a Collateral Account)the Lender's Account No. 00-28-995 at Norwest Bank Xxxxxxxxx, NA. The Lender from time to time at its discretion shall, after allowing (i) one Banking Day after direct deposit in the proceeds Lender's Account No. 00-28-995 at Norwest Xxxx Xxxxxxxxx, NA, and/or (ii) such later date as may be required for collection, apply such funds to the payment of any sale and all Obligations, in any order or foreclosure action taken pursuant manner of application satisfactory to this Agreement the Lender. All items delivered to the Lender or deposited in the Collateral Accounts shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Collateral Accounts, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Accounts, whether or not in fact endorsed by the Borrower. (b) If a Default or Default Period exists and upon demand of the Lender, the Borrower shall establish one or more lockbox accounts as directed by the Lender with such banks or depository institutions as shall be satisfactory to the Lender and shall irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets amount constituting Collateral shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or proceeds thereof held addresses. All payments received in any deposit such lockbox accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that shall be processed to the Collateral Accounts. (c) Amounts deposited in the Collateral Accounts shall not bear interest and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall not be deemed a Collateral Account, if necessary subject to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held withdrawal by the Collateral Borrower, except after full payment and Intercreditor Agent for the benefit discharge of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Dateall Obligations.

Collateral Accounts. (a) The Trustee 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 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) The Collateral and Intercreditor Agent shall depositestablish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, promptly upon receipt thereofbe maintained with, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1and under the sole control of, the “Collateral Account”) Agent, subject to the Intercreditor Agreement. The Collateral Accounts shall be trust accounts and shall be established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened and maintained by the Collateral Agent at one of its corporate trust offices and Intercreditor all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent with any Mexican bank from awards or institution established proceeds pursuant to Section 4.5 (which account the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deemed a deposited in the Collateral Account), and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, Sections 3.7, 6.10 and 10.9(a)) and the Intercreditor Agreement. In connection with any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that all deposits to be made into the Collateral and Accounts under this Indenture, the Collateral Documents or the Intercreditor Agent Agreement, the Trustee and/or the Collateral Agent, as applicable, shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open receive an account, Officers’ Certificate identifying which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by receive such deposit and directing the Trustee and/or the Collateral and Intercreditor Agent for to make such deposit. (c) Pending the benefit distribution of funds in the Secured Parties for the purpose of making payments therefrom Collateral Accounts in accordance with Section 4.2 the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute part 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 CollateralCompany may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. The Any gain or income on any investment of funds in the Collateral and Intercreditor Accounts shall be credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall maintain such sub-accounts and records have any liability for any loss incurred in connection with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date10.9(c).

Collateral Accounts. (a) The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, establish and maintain at its principal banking office in New York City three accounts into a Dollar-denominated trust account which it shall (together with each except as otherwise explicitly provided in the Master Pledge Agreement) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other account created pursuant to this Section 4.1, the “Collateral Account”capacity) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by in respect of the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which upon an Event of Default, including all monies received on account shall be deemed a Collateral Account), (i) the proceeds of any sale of or foreclosure action taken other realization upon any of the Collateral pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction the Master Pledge Agreement. One of the Secured Obligations, whether from three accounts referred to in the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which preceding sentence shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral established and Intercreditor Agent maintained for the benefit of the Secured Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the purpose benefit of making payments therefrom the Senior Note Creditors (the "Senior Note Collateral Account") and the third such account shall be established and maintained for the benefit of the L/C Parties (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Senior Note Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Master Pledge Agreement, it being understood that any such amounts may be released to the Issuers to the extent required by the Master Pledge Agreement (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with Section 4.2 and the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall constitute part be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Collateral. Issuers or the Guarantors shall have any rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. (b) Except as set forth in paragraphs (d) and (g) below, all amounts that the Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated as among, and deposited in, the Credit Agreement Collateral Account and the Senior Note Collateral Account pro rata in accordance with the aggregate amount of Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations. (c) The Collateral and Intercreditor Agent shall maintain such establish sub-accounts and records in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account as will permit shall be allocated among, and deposited in, the segregation and allocation of proceeds of Collateral respective sub-accounts therein pro rata in accordance with Section 4.2the Unfunded L/C Exposure with respect to the related Letters of Credit. The If, on or after the date on which any funds are deposited in the Letter of Credit Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall, upon the written request of the Administrative Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrowers pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and Intercreditor Agent shall establish unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a Pesoresult of an L/C Disbursement), the amount of funds in the sub-denominated Collateral Accountaccount with respect to such Letter of Credit (or, and in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated among, and deposited in, the Credit Agreement Collateral Account, the Senior Note Collateral Account established and the Letter of Credit Collateral Account pro rata in connection accordance with the Comegua Pledged Stockaggregate amount of the Outstanding Credit Agreement Obligations, a BalboaOutstanding Senior Note Obligations and Unfunded L/C Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-denominated of-pocket costs and expenses (including disbursements and, in the case of the Collateral Agent, reasonable attorney fees) incurred by the Collateral Agent, the Administrative Agent and the Indenture Trustee in administering and carrying out their respective obligations under this Agreement or the Master Pledge Agreement, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent, the Administrative Agent and the Indenture Trustee is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as among the Credit Agreement Collateral Account, the Letter of Credit Collateral Account promptly following (provided that the Issue Dateaggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Senior Note Creditor, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Credit Agreement Creditor or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of any of the Parent Guarantor, the Company or the Subsidiaries under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); provided, however, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Secured Parties (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not exceed $2,000,000.

Collateral Accounts. The Collateral (a) Each of the Administrative Agent and Intercreditor the Indenture Trustee shall establish and maintain two accounts into which it shall deposit all amounts received by it in its capacity as Administrative Agent shall depositor Indenture Trustee, promptly upon receipt thereof, into a Dollar-denominated trust account as the case may be (together with each and not in any other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Accountcapacity), (i) in respect of the proceeds Shared Collateral upon an Event of Default, including all monies received on account of any sale of or foreclosure action taken other realization upon any of the Shared Collateral pursuant to this the Pledge Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction to which it is a party. One of the Secured Obligations, whether from two accounts of such person referred to in the Collateral, the Company, the Guarantors, any Affiliate preceding sentence shall be established and maintained by each of the Company or otherwise (Administrative Agent and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent Indenture Trustee for the benefit of the Secured Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (each a "Credit Agreement Collateral Account", and collectively the "Credit Agreement Collateral Accounts"), and the second account shall be established and maintained by each of the Administrative Agent and the Indenture Trustee for the purpose benefit of making payments therefrom the Senior Note Creditors (each a "Senior Note Collateral Account", and collectively, the "Senior Note Collateral Accounts", and, together with the Credit Agreement Collateral Accounts, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Administrative Agent or the Indenture Trustee, as the case may be, subject to the terms hereof and of the Pledge Agreement to which it is a party, it being understood that any such amounts may be released to the Borrower to the extent required by the applicable Pledge Agreement (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with Section 4.2 and the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in either Credit Agreement Collateral Account shall constitute part be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Collateral. The Companies shall have any rights with respect to, and the Administrative Agent or the Indenture Trustee, as the case may be, shall have exclusive dominion and control over, the Collateral Accounts. (b) Except as set forth in paragraphs (d) and Intercreditor (g) below, all amounts that the Administrative Agent or the Indenture Trustee, as the case may be, is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall maintain such be allocated as among, and deposited in, the applicable Credit Agreement Collateral Account and the applicable Senior Note Collateral Account pro rata in accordance with the aggregate amount of Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations. (c) Each of the Administrative Agent and the Indenture Trustee shall establish sub-accounts and records in its Credit Agreement Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Credit Agreement Collateral Account as will permit in respect of Letters of Credit shall be allocated among, and deposited in, the segregation and allocation of proceeds of Collateral respective sub-accounts therein pro rata in accordance with Section 4.2the Unfunded L/C Exposure with respect to the related Letters of Credit. The If, on or after the date on which any funds are deposited in the Credit Agreement Collateral and Intercreditor Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Administrative Agent shall establish apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrower pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a Pesoresult of an L/C Disbursement), the amount of funds in the sub-denominated Collateral Accountaccount with respect to such Letter of Credit (or, and in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated among, and deposited in, the Credit Agreement Collateral Account established and the Senior Note Collateral Account pro rata in connection accordance with the Comegua Pledged Stockaggregate amount of the Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations, a Balboarespectively, at such time. (e) Each of the Administrative Agent and the Indenture Trustee shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-denominated of-pocket costs and expenses incurred by such person in administering and carrying out their respective obligations under this Agreement or the Pledge Agreements, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which such person is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as among the Credit Agreement Collateral Account promptly following (provided that the Issue Dateaggregate amounts deposited in the Credit Agreement Collateral Account in respect of Letters of Credit shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. Each of the Administrative Agent and the Indenture Trustee shall reimburse any Credit Agreement Party or Senior Note Creditor, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Credit Agreement Party or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Administrative Agent and the Indenture Trustee in the Collateral Accounts (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Administrative Agent or the Indenture Trustee receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of any of the Companies under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Administrative Agent or the Indenture Trustee, as applicable, shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full).

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 and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and Intercreditor under the sole control of, the First Lien Notes Collateral Agent and shall depositbe established and maintained by Bank of America, promptly upon receipt thereofN.A. All cash and Cash Equivalents received by the First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, into a Dollar-denominated trust account (together Recovery Events with each other account created regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the ABL Intercreditor Agreement, be deposited in the Collateral Account to the extent required by this Section 4.1Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the “First Lien Notes Collateral Account”) established Agent to the Trustee in accordance with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 terms of this Indenture (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, ‎Section 2.01(a), ‎Section 3.02, ‎Section 6.10 and ‎Section 11.08(a)). In connection with any dividendsand all deposits to be made into the Collateral Account under this Indenture, lease payments the First Lien Notes Collateral Agent shall receive an Officer’s Certificate directing the First Lien Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the First Lien Notes Collateral Agent in writing 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. The Company acknowledges that for so long as the First Lien Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or other proceeds in respect cause the redemption of any Collateral such investments and any cash to transmit the proceeds to the Company or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Accountits designee, in each case upon case, to the occurrence extent permitted under ‎Section 2.01(a) and during the continuance of a Collateral ‎Section 3.02, such direction to certify that no Event of Default); provided that the Collateral Default shall have occurred and Intercreditor Agent shall convert amounts received in be continuing. Any gain or income on any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day investment of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any the Collateral Account shall be trust funds held by credited to the Collateral and Intercreditor Account. Neither the Trustee nor the First Lien Notes Collateral Agent shall have any liability for the benefit of the Secured Parties for the purpose of making payments therefrom any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with Section 4.2 and shall constitute part the provisions of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Datethis ‎(c).

Collateral Accounts. (a) The Collateral Account Parties shall at all times maintain the Collateral Accounts in accordance with their applicable Account Control Agreements and Intercreditor Agent the other Financing Documents. Tellurian and its domestic Subsidiaries shall depositensure that each Collateral Account is at all times subject to an Account Control Agreement, promptly upon receipt thereof, and shall not maintain any securities accounts or deposit accounts other than: (a) the Collateral Accounts; and (b) Excluded Accounts; provided that Tellurian and its domestic Subsidiaries shall be permitted to open new securities accounts or deposit accounts so long as Tellurian or such Subsidiary enters into a Dollar-denominated trust an Account Control Agreement within 15 days of opening such account (together with or such longer period agreed to by the Required Lenders). (b) At all times each Loan Party shall deposit and maintain, or cause to be deposited and maintained, all Project Revenues, insurance proceeds, and other account created pursuant amounts received into the Collateral Accounts, and request or make only such payments and transfers out of the Collateral Accounts as permitted by the Financing Documents. (c) The Loan Parties shall cause the aggregate amount of cash on deposit in the Collateral Accounts, as of the last day of each calendar month, to this Section 4.1equal or exceed $30,000,000. Within five (5) Business Days following the last day of each calendar month, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account Borrower shall be deemed a Collateral Account), deliver: (i) a certificate to the proceeds Administrative Agent in the form attached hereto as Exhibit G certifying that the Loan Parties are in compliance with the requirements of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document Section 5.18(c); and (ii) any monies otherwise received for satisfaction in electronic format, the balance on deposit in each Collateral Account and each Excluded Account as of the Secured Obligationslast day of such calendar month. (i) If Tellurian or any domestic Subsidiary of Tellurian (other than ProductionCo or its Subsidiaries) opens, whether from the Collateral, the Company, the Guarantorsor instructs any Person to open, any Affiliate deposit account or securities account after the Closing Date, then the Borrower shall notify the Administrative Agent of the Company existence of such account, including the account number and the financial institution at which such account is held, within five (5) days thereafter. (ii) If ProductionCo or otherwise (and includingany of its Subsidiaries opens, without limitationor instructs any Person to open, any dividendssecurities account or deposit account after the Closing Date, lease payments then the Borrower shall notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, on or prior to the date that the Borrower is required to deliver the next certificate pursuant to Section 5.18(c) after the date on which such account is opened. (e) If: (i) ProductionCo has satisfied in full all of its obligations under the ProductionCo Credit Agreement (other proceeds than contingent obligations that survive repayment in respect full of the Indebtedness under the ProductionCo Credit Agreement); and (ii) has not entered into a Permitted Refinancing of the ProductionCo Loan Documents contemporaneously therewith, then the Loan Parties shall not permit ProductionCo or any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in of its Subsidiaries to maintain any deposit accounts or securities accounts unless such deposit accounts or securities accounts are subject to a perfected, first-priority security interest of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue DateParties.

Collateral Accounts. Collateral Agent is hereby authorized to establish and maintain at its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent, one, a restricted deposit account designated as "OI Grantor Collateral Account" and the second, a restricted deposit account designated "OI L/C Collateral Account". The "OI Grantor Collateral Account" is referred to herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General Collateral Account and the L/C Collateral Account, collectively, are referred to herein as the "Collateral Accounts". All amounts at any time held in the Collateral Accounts shall be beneficially owned by Grantors but shall be held in the name of Collateral Agent hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the Intercreditor Agent shall depositAgreement and, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created in the case of amounts deposited therein pursuant to this Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 4.15.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicable, with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstanding, the “Collateral Account”) established with Accounts shall be subject to such applicable laws, and such applicable regulations of the Securities IntermediaryBoard of Governors of the Federal Reserve System and of any other appropriate banking or Governmental Authority, pursuant to Section 4.5, as may now or any Peso-denominated account opened by hereafter be in effect. All deposits of funds in the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account Accounts shall be deemed made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Collateral Account), (iGrantor) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Accountimmediately available funds, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom addressed in accordance with Section 4.2 and shall constitute part instructions of Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the Collateraldate, amount and method of delivery of such deposit. The Cash held by Collateral Agent in the Collateral Accounts shall not be invested by Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral Accounts shall bear interest at the standard rate paid by Collateral Agent to its customers for deposits of like amounts and Intercreditor Agent terms. Subject to Collateral Agent's rights hereunder, any interest earned on deposits of cash in the Collateral Accounts shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Accountbe deposited directly in, and held in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue DateAccounts.