Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with 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 Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s 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 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this (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 Indenture, the Collateral Documents and the Collateral DocumentsIntercreditor Agreement. (b) The Prior to the Issue Date, the Trustee shall have established the Collateral Account Accounts, which shall at all times hereafter until this Indenture shall have terminated, be a deposit account maintained with, and under the sole control of, the Notes Priority Agent Trustee. The Collateral Accounts shall be trust accounts and shall be established and maintained by Bank the Trustee at one of America, N.A. its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Notes Collateral Agent Trustee from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes CollateralEvents, Asset Dispositions with regards to Notes Swaps involving the transfer of Collateral, foreclosures of or sales of the Notes Collateral Collateral, issuances of Additional Securities and other awards or proceeds 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, shall be deposited in the First Priority Collateral Account to Account, in the extent required by this Indenture case of proceeds from First Priority Collateral, or in the Second Priority Collateral DocumentsAccount, in the case of proceeds from Second Priority Collateral, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a2.1(a), Section 3.023.5, Section 6.10 and (a)Section 11.8(a). In connection with any and all deposits to be made into the Collateral Account Accounts under this Indenture, the Notes Collateral Agent Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officer’s Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Notes Trustee and/or the 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 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. The Company acknowledges that for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. Neither the The Trustee nor the Notes Collateral Agent shall have any no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this (cSection 11.8(c).

Collateral Accounts. (a) The Trustee is authorized On or prior to receive any the Closing Date, the Administrative Agent shall cause to be established, in its own name at an Eligible Account Bank, a segregated account for each Approved Currency (each, a "Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held 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 DocumentsSecured Parties. (b) The Collateral Account shall be a deposit account maintained with, and under Each of the sole control ofBorrower, the Notes Priority European Purchaser and the Collection Agent agrees that the Administrative Agent shall have exclusive dominion and shall be established control over the Collateral Accounts and maintained by Bank of Americaall monies, N.A. All cash instruments and Cash Equivalents received by the Notes Collateral Agent other property from Asset Dispositions of Notes Collateral, Recovery Events with regards time to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of time deposited in or sales of the Notes Collateral pursuant credited 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 Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s Certificate directing the Notes Collateral Agent to make such depositAccounts. (c) Pending The Administrative Agent may invest funds on deposit in any Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case in such Permitted Investments as the distribution of funds Collection Agent may select (or, in the absence of any such selection by the Collection Agent, as the Administrative Agent may select in its sole discretion); provided that each such Permitted Investment shall have a maturity date no later than the next succeeding Settlement Date. Such proceeds, interest or income which are not so invested or reinvested in Permitted Investments shall, except as otherwise provided in this Agreement, be deposited and held in the applicable Collateral Account; provided that, prior to the Termination Date, any interest or income in respect of such Permitted Investments shall, at the direction of the Collection Agent be deposited into the applicable Concentration Account and applied as Collections in accordance with Section 2.06 of the Receivables Loan Agreement. Neither the Administrative Agent nor any of its Affiliates shall be liable to the Borrower, the European Purchaser, the Collection Agent, any Secured Party or any other Person for, or with respect to, any decline in value of amounts on deposit in any Collateral Account. Permitted Investments from time to time purchased and held pursuant to this Section 2.8 shall be referred to as "Collateral Securities" and shall, for purposes of this Agreement and each other Transaction Document, constitute part of the funds held in the applicable Collateral Account in amounts equal to their respective outstanding principal amounts. Each such Permitted Investment shall be made in the name of the Administrative Agent or its designee. (d) Following the occurrence of any Termination Event, the Administrative Agent may, at any time or from time to time after funds are either deposited in a Collateral Account or invested in Collateral Securities, after selling, if necessary, any Collateral Securities, withdraw funds then held in such Collateral Account and apply the same in accordance with the provisions hereof priority of payments set forth in Section 2.07 of the Receivables Loan Agreement. Each of the Borrower and provided the European Purchaser agrees that Permitted Investments are of a type customarily sold on a recognized market and, accordingly, no Event notice of Default sale of any Permitted Investments shall be required. To the extent notice of sale of any Collateral Securities shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (e) The Administrative Agent shall have occurred and be continuingthe sole right of withdrawal with respect to each Collateral Account. None of the Borrower, the Company may direct European Purchaser, the Notes Collection Agent or any Person claiming on behalf of or through the Borrower, the European Purchaser or the Collection Agent shall have any right to withdraw any of the funds held in any Collateral Account. (f) The Administrative Agent shall exercise reasonable care in writing the custody and preservation of any funds held in the Collateral Accounts and shall be deemed to invest have exercised such funds in Cash Equivalents specified in such direction, such investments to mature by the times care if such funds are needed hereunder and such direction accorded treatment substantially equivalent to certify that such funds constitute Cash Equivalents and which the Administrative Agent accords its own property, it being understood that no Event of Default the Administrative Agent shall not have occurred and be continuing. The Company acknowledges that any responsibility for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 taking any necessary steps to sell, liquidate or cause the redemption of preserve rights against any parties with respect to any such investments and to transmit funds. (g) On the proceeds Final Payout Date, any funds remaining on deposit in the North American Collateral Accounts shall be paid to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) Borrower and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income any funds remaining on any investment of funds deposit in the European Collateral Account shall be credited paid to the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this (c)European Purchaser.

Collateral Accounts. (a) The Trustee is authorized Each Borrower agrees to deposit in its respective Collateral Account or, at the Lender's option, to deliver to the Lender all collections on Accounts, contract rights, chattel paper and other 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), and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, 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 for the benefit or property of the Holders distributed underBorrower. 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 -30- 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 accordance with, its general account or in the Collateral DocumentsAccounts any and all collections received by it directly from the Borrower. The Lender may commingle such funds with other property of the Lender or any other person. The Lender from time to time at its discretion shall, and to make further distributions of after allowing (i) two Banking Days after deposit in the Collateral Accounts and/or (ii) one Banking Day after direct deposit in Lender's Account No. 00-28-995 at Norwest Baxx Xxxxxxxxx, NA, and/or (iii) such later date as may be required for collection, apply such funds to the Holders according payment of any and all Obligations, in any order or manner of application satisfactory to the provisions of this Indenture and Lender. All items delivered to the Lender or deposited in the Collateral DocumentsAccounts 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) The Collateral Account 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 a deposit account maintained with, and under satisfactory to the sole control of, the Notes Priority Agent Lender and shall be established irrevocably direct all present and maintained by Bank of America, N.A. future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral pursuant shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or addresses. All payments received in such lockbox accounts shall be processed 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 Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s Certificate directing the Notes Collateral Agent to make such depositAccounts. (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 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this (c).

Collateral Accounts. (ai) The Trustee is authorized to receive any funds Collateral Agent shall establish and maintain for the benefit of the Holders distributed underSecured 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 respective benefit of 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 withwith the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral DocumentsAgent 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. (a) The Servicer and each Grantor shall cause: (i) all amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the Vehicles, other than Excluded Payments and Permitted Check Payments, to be deposited directly into a Collateral Account by the Manufacturers and the related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(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 make further distributions be deposited into a Collateral Account within two Business Days of such funds 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 Holders according Vehicles shall not be required to be deposited in a Collateral Account; (iv) all amounts payable by the provisions 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 Indenture Section 2.5(b) and determines that such amount is Proceeds of the HVF Collateral Documentsor Proceeds of the HGI Collateral 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 or 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. (b) The Collateral Account Agent shall be promptly notify the Servicer when funds are deposited in any Collateral Account. Promptly after the deposit of any funds into a deposit account maintained withCollateral Account, and under the sole control ofbut in no event more than seven Business Days thereafter, the Notes Priority Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the HVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of the HGI Vehicle Collateral. The Collateral Agent shall be established pursuant to and maintained promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in either the Collection Account or, 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 and 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. Upon receipt by Bank a Responsible Officer of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions a Manufacturer of Notes Collateral, Recovery Events with regards any information pertaining to Notes Collateral, Asset Dispositions with regards payments made by such Manufacturer or an auction dealer 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 a Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this IndentureManufacturer Program, the Notes Collateral Agent shall receive an Officer’s Certificate directing provide such information to the Notes Collateral Agent to make such depositServicer. (c) Pending 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. (d) 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 Account in accordance with the provisions hereof and provided that no Event of Default Agent shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments Permitted Investments pursuant to mature an investment letter previously delivered 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 cause the redemption of any such investments and to transmit the proceeds Servicer to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuingCollateral Agent. Any gain or income on any investment All investments of funds on deposit in the any Collateral Account shall be credited to redeemable or mature on the Collateral Accountnext Business Day. Neither the Trustee nor the Notes The Collateral Agent shall have any liability not be responsible for any loss losses incurred in connection with on any investments made pursuant to this Section 2.5(e). All investment or any sale, liquidation or redemption thereof made in accordance with earnings (net of losses and investment expenses) shall be payable to the provisions of this (c)Servicer on each Payment Date.

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit Maintain a Designated Deposit Account with SVB. In addition, maintain all of the Holders distributed underits and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and in accordance with, the any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Documents, Accounts) with SVB and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral DocumentsSVB’s Affiliates. (b) The Without limitation on Section 6.6(a) above, (i) provide Lenders five (5) days prior written notice before establishing any Collateral Account shall be a deposit account maintained withat or with any bank or financial institution other than SVB or its Affiliates, and under (ii) for each Collateral Account that Borrower at any time maintains, Borrower shall cause the sole control of, the Notes Priority Agent applicable bank or financial institution (other than SVB) at or with which any Collateral Account is maintained to execute and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events deliver a Control Agreement or other appropriate instrument with regards respect 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 such Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee perfect Lenders’ Lien in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s 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 terms hereunder, which Control Agreement may not be terminated without prior written consent of the Lenders. (c) Notwithstanding anything to the contrary in this Section 6.6, (i) subsections “a” and “b” above shall not apply to (y) such accounts of Borrower’s Subsidiary EnteroMedics Europe Sárl maintained in Switzerland or (z) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Lenders by Borrower as such, and (ii) Borrower shall have until the expiration of 90 days following the Effective Date to close or move to SVB or SVB’s Affiliates its and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts) maintained other than at SVB or SVB’s Affiliates, and during such period Borrower shall not be required to provide a Control Agreement with respect to such accounts, provided that no Event Borrower agrees never to have more than an aggregate of Default shall have occurred $6,000,000 (money and be continuingmarket value of securities, commodities or the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified like, as applicable) 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this (c)accounts.

Collateral Accounts. (a) The Trustee is authorized In connection with the events described in Section 2.8, the Company and the Canadian Company each hereby authorize and direct the Administrative Agent to receive any funds for establish and maintain with the benefit Administrative Agent, or at the Administrative Agent’s election, with an Affiliate of the Holders distributed underAdministrative Agent, and as blocked accounts in accordance withthe name of the Administrative Agent, on behalf of the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture Agents and the Lenders, deposit accounts designated as the “Collateral DocumentsAccount - US” and the “Collateral Account — Canada”. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with 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 amounts held in the Collateral Account — US pertaining to the extent required by this Indenture or Company shall secure the Collateral Documents, Obligations and thereafter shall may be held, applied and/or disbursed by the Notes Priority Agent to the Trustee Obligations as provided in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a))Loan Documents. In connection with any and all deposits to be made into All amounts held in the Collateral Account under this Indenture, — Canada pertaining to the Notes Collateral Agent Canadian Company shall receive an Officer’s Certificate directing secure the Notes Collateral Agent Canadian Obligations and may be applied to make such depositthe Canadian Obligations as provided in the Loan Documents. (c) Pending the distribution Any interest received in respect of funds investments of any amounts deposited in the Collateral Account in accordance with Accounts shall be remitted by the provisions hereof and provided Administrative Agent to the Company or the Canadian Company, as applicable, on the last Business Day of each calendar quarter; provided, that no the Administrative Agent shall not remit any such interest if any Event of Default shall have has occurred and is continuing. (d) Cash held by an Administrative Agent, or an Affiliate of the Administrative Agent, in the Collateral Accounts shall be continuing, invested or reinvested as follows: (i) Any funds on deposit in the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature Accounts shall be held by the times such funds are needed hereunder and such direction to certify Administrative Agent, or any Affiliate of the Administrative Agent, in a non-interest-bearing account; provided, 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 may, pursuant to written instructions, direct the Trustee Administrative Agent to invest funds on deposit in the Collateral Accounts in Cash Equivalents as indicated in such instructions; and (ii) The Administrative Agent is hereby authorized to sell, liquidate and shall sell, all or cause any designated part of the redemption of any such investments and to transmit securities held in the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(aCollateral Accounts (A) and Section 3.02, such direction to certify that so long as no Event of Default shall have occurred and be continuing, upon receipt of appropriate written instructions from the Company or the Canadian Company, as applicable, or (B) in any event if such sale is necessary to permit the Administrative Agent or BOA Canada to perform its duties hereunder. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. Neither the Trustee nor the Notes Collateral The Administrative Agent shall not have any liability responsibility for any loss incurred resulting from a fluctuation in connection with interest rates, the sale or disposition of any investment Cash Equivalent prior to the maturity date or otherwise. The Collateral Accounts shall be subject to such applicable laws, and such application regulations of the Board of Governors of the Federal Reserve System and of any saleother appropriate Governmental Authority, liquidation as may now or redemption thereof made hereafter be in accordance with effect. (e) In the provisions event that any security held in a Collateral Account — Canada granted by the Canadian Company and held for the Canadian Obligations of this (c)the Canadian Company is unenforceable by reason that such security secures “joint and several obligations” in contrast to “several obligations”, notwithstanding any provision hereof or of any other Loan Document, such Canadian Obligations of the Canadian Company shall be several Canadian Obligations.

Collateral Accounts. (a) The Trustee is authorized Schedule 6.6 sets forth details with respect to receive any funds all Collateral Accounts and Excluded Accounts in existence on the Effective Date. (b) Within sixty (60) days after the Effective Date, Borrower shall: (i) close all of its existing Deposit Accounts; (ii) establish new Deposit Accounts; and (iii) cause the depository bank for each new Deposit Account to enter into a Control Agreement, in form and substance satisfactory to Agent in its reasonable discretion, with Agent and Borrower with respect to such new Deposit Account, to perfect Agent’s Lien, for the ratable benefit of the Holders distributed undereach Lender, and in such Deposit Account in accordance with, with the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture terms hereof and the Collateral Documents. (bc) The Borrower shall provide Agent five (5) days prior written notice before: (i) establishing any Collateral Account shall be a deposit account maintained withor Excluded Account at or with any bank or financial institution, and under other than the sole control of, the Notes Priority Agent and shall be Deposit Accounts established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Section 6.6(b); or (ii) terminating or otherwise materially modifying any Collateral DocumentsAccount or Excluded Account. In addition, including earningsfor each Collateral Account that Borrower at any time maintains, revenues, rents, issues, profits and income from the Notes Collateral received pursuant Borrower shall (except to the extent specifically not required by Agent in writing) cause the applicable bank or financial institution at or with which such Collateral Documents, shall, subject Account is maintained to the Intercreditor Agreements, be deposited in the execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien, for the extent required by this Indenture or the Collateral Documentsratable benefit of each Lender, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s 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 terms hereof and provided that no the Collateral Documents. (d) Neither Borrower nor any of its Domestic Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts located in the United States in accordance with Section 6.6(c). (e) Agent and the Lenders agree not to give a notice of exclusive control, entitlement order, or other directions or instructions under any Control Agreement unless an 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 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this (c)has occurred.

Collateral Accounts. The proceeds of the MIC Shares owned by the Limited Recourse Pledgor are deposited in the following Collateral Accounts: Reference is made to that certain Credit Agreement dated as of March 7, 2018 (a) The Trustee is authorized as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to receive any funds time, the “Credit Agreement”), among GENWORTH HOLDINGS, INC., a Delaware corporation (the “Borrower”), GENWORTH FINANCIAL, INC., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and XXXXXXX SACHS LENDING PARTNERS LLC, as administrative agent for the benefit of the Holders distributed underLenders (in such capacity, and in accordance withincluding any successor thereto, the Collateral Documents, and “Agent”). Capitalized terms used but not defined herein have the meanings given to make further distributions of such funds to terms in the Holders according Credit Agreement. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this Indenture certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, and (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Agent and the Collateral Documents. (b) The Collateral Account shall be Borrower with a deposit account maintained with, and under the sole control ofcertificate of its non-U.S. person status on IRS Form 8-BEN-E. By executing this certificate, the Notes Priority undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent in writing and (2) the undersigned shall furnish the Borrower and the Agent a properly completed and currently effective certificate and IRS Form 8-BEN-E in either the calendar year in which payment is to be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received made by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with 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 Indenture Borrower or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee undersigned, or in accordance with either of the terms two calendar years preceding such payment. [Lender] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to that certain Credit Agreement dated as of this Indenture March 7, 2018 (includingas amended, without limitationrestated, Section 2.01(aamended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GENWORTH HOLDINGS, INC., a Delaware corporation (the “Borrower”), GENWORTH FINANCIAL, INC., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and XXXXXXX XXXXX LENDING PARTNERS LLC, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.023.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 6.10 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (av) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form 8-BEN-E from each of its partners/members claiming the portfolio interest exemption; provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, an IRS Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member)), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. In connection By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent and (2) the undersigned shall have at all times furnished the Borrower and the Agent in writing with any a properly completed and all deposits currently effective certificate and IRS Form W-8IMY and accompanying IRS Forms 8-BEN-E in either the calendar year in which payment is to be made into by the Collateral Account under this IndentureBorrower or the Agent to the undersigned, or in either of the two calendar years preceding such payment. [Lender] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to that certain Credit Agreement dated as of March 7, 2018 (as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the Notes Collateral Agent shall receive an Officer’s Certificate directing “Credit Agreement”), among GENWORTH HOLDINGS, INC., a Delaware corporation (the Notes Collateral Agent “Borrower”), GENWORTH FINANCIAL, INC., a Delaware corporation (the “Parent”), the lenders from time to make time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and XXXXXXX XXXXX LENDING PARTNERS LLC, as administrative agent for the Lenders (in such deposit. (c) Pending capacity, including any successor thereto, the distribution of funds “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Collateral Account in accordance with Credit Agreement. Pursuant to the provisions hereof of Section 3.01(e) and provided that no Event 10.07(e) of Default shall have occurred and be continuingthe Credit Agreement, the Company may direct undersigned hereby certifies that (i) it is the Notes Collateral Agent sole record and beneficial owner of the participation in writing respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to invest such funds the Borrower as described in Cash Equivalents specified in such direction, such investments to mature by Section 881(c)(3)(C) of 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 continuingCode. The Company acknowledges undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form 8-BEN-E. By executing this certificate, the undersigned agrees that for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after if the Notes Collateral Agent receives information provided on this certificate changes, the undersigned shall promptly so inform such direction from Lender in writing and (2) the Company. So long as no Event of Default undersigned shall have occurred at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form 8-BEN-E in either the calendar year in which payment is to be continuingmade to the undersigned, or in either of the two calendar years preceding such payment. [Participant] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to that certain Credit Agreement dated as of March 7, 2018 (as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the Company may direct “Credit Agreement”), among GENWORTH HOLDINGS, INC., a Delaware corporation (the Trustee “Borrower”), GENWORTH FINANCIAL, INC., a Delaware corporation (the “Parent”), the lenders from time to selltime party thereto (collectively, liquidate or cause the redemption of “Lenders”; individually, each a “Lender”), and XXXXXXX XXXXX LENDING PARTNERS LLC, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such investments and to transmit terms in the proceeds Credit Agreement. Pursuant to the Company provisions of Section 3.01(e) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its designeedirect or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form 8-BEN-E from each of its partners/members claiming the portfolio interest exemption; provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the undersigned to provide, in the case of a partner/member not claiming the portfolio interest exemption, an IRS Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each casecase establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8IMY and accompanying IRS Forms 8-BEN-E in either the calendar year in which payment is to be made to the extent permitted under under-signed, or in either of the two calendar years preceding such payment. [Participant] By: Name: Title: [Address] Dated: , 20[ ] The undersigned, , the Chief Financial Officer of Genworth Holdings, Inc., a Delaware corporation (the “Borrower”), is familiar with the properties, businesses, assets and liabilities of the Parent and its Restricted Subsidiaries and is duly authorized to execute this certificate (this “Solvency Certificate”) on behalf of the Borrower. This Solvency Certificate is delivered pursuant to Section 2.01(a4.01(g)(ii) of the Credit Agreement dated as of March 7, 2018 (the “Credit Agreement”), among the Borrower, Genworth Financial, Inc., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and Section 3.02Xxxxxxx Xxxxx Lending Partners LLC, as administrative agent for the Lenders (in such direction capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds such terms in the Collateral Account shall be credited Credit Agreement. The undersigned certifies, on behalf of the Borrower and not in their individual capacity, that they have made such investigation and inquiries as to the Collateral Accountfinancial condition of the Parent and its Restricted Subsidiaries as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate. Neither BASED ON THE FOREGOING, the Trustee nor undersigned certifies, on behalf of the Notes Collateral Agent shall have any liability for any loss incurred Borrower and not in connection with any investment or any saletheir individual capacity, liquidation or redemption thereof made in accordance with that, on the provisions of this (c).date hereof, immediately after giving effect to the Transactions:

Collateral Accounts. (a) The Trustee is authorized to receive any funds for Promptly after the benefit of the Holders distributed under, and in accordance withClosing, the Collateral DocumentsAgent shall establish an account (the "Prepayment Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all amounts to be deposited therein pursuant to Section 2.08(a), (b), (c), (d) and (f) of the Credit Agreement shall be deposited from time to time. So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Prepayment Account which are required to be applied to prepay the Loans in accordance with said Section 2.08(a), (b), (c), (d) and (f). If immediately available cash on deposit in the Prepayment Account is not sufficient to make further distributions of any such funds distribution, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the Holders according Prepayment Account as shall be required to the provisions obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Indenture and the Collateral DocumentsSection 7, such distribution shall not be made until such liquidation has taken place. (b) The Promptly after the Collateral Account Agent determines that any Casualty Proceeds are to be deposited pursuant to Section 5.08 of the Credit Agreement with respect to property of any Lien Grantor, the Collateral Agent shall be a deposit establish an account maintained with(such Lien Grantor's "Casualty Proceeds Account") with the Administrative Agent, in the name and under the sole exclusive control ofof the Collateral Agent, into which all Casualty Proceeds to be deposited with respect to property of such Lien Grantor shall be deposited from time to time. (c) So long as no Enforcement Notice is in effect, Casualty Proceeds to be released from a Casualty Proceeds Account pursuant to Section 5.08(a)(i) of the Credit Agreement shall be distributed by the Collateral Agent to the relevant Lien Grantor at such times and in such amounts as such Lien Grantor shall request for the purpose of restoring, repairing, replacing or rebuilding the asset in respect of which such Casualty Proceeds were received. Any such request shall be accompanied by a certificate of a Financial Officer describing in detail the restoration, repair, replacement or rebuilding for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Lien Grantor is obligated to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant asset is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Lien Grantor's Casualty Proceeds Account is not sufficient to make any such distribution to it, the Notes Priority Collateral Agent and shall cause to be liquidated, as promptly as practicable, such Liquid Investments in such Casualty Proceeds Account as shall be established and maintained by Bank required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of Americathis Section 7, N.A. All cash and Cash Equivalents received by such distribution shall not be made until such liquidation has taken place. (d) So long as no Enforcement Notice is in effect, the Notes Collateral Agent shall distribute to the Administrative Agent, at its request from Asset Dispositions of Notes Collateraltime to time, Recovery Events the amounts on deposit in the Casualty Proceeds Account which are required to be applied to prepay Loans in accordance with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales Section 2.08(e) of the Notes Credit Agreement. (e) Promptly after the Collateral Agent determines that any cash proceeds of any Lien Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral DocumentsAgent shall establish an account with respect to such Lien Grantor (such Lien Grantor's "Cash Proceeds Account") with the Administrative Agent, shallin the name and under the exclusive control of the Collateral Agent, subject into which all such cash proceeds of such Lien Grantor's Collateral shall be deposited from time to the Intercreditor Agreements, time (unless required to be deposited in another Collateral Account). This subsection (e) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account. (f) Promptly after the Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with determines that any and all deposits cash collateral is to be made into deposited to secure LC Reimbursement Obligations pursuant to Section 8.04 of the Collateral Account under this IndentureCredit Agreement or in the event any prepayment amounts are applied pursuant to Section 2.08 of the Credit Agreement to reduce the Tranche A Commitments below the aggregate amount of the LC Exposure, the Notes Collateral Agent shall receive an Officer’s Certificate directing establish a cash collateral account (the Notes "LC Collateral Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all cash collateral deposited pursuant to said Section 2.08(h) or 8.04 shall be deposited. If and when any LC Issuing Bank pays a draft drawn under any outstanding Letter of Credit on which any deposit in the LC Collateral Account was based, the amount so paid by it (but not more than the amount in the LC Collateral Account at the time) shall, promptly after such LC Issuing Bank notifies the Collateral Agent of such payment, be withdrawn by the Collateral Agent from the LC Collateral Account and paid to the relevant LC Issuing Bank or the Lenders, as appropriate. If at any time the amount in the LC Collateral Account exceeds the aggregate amount then required to pay all unreimbursed drawings under, and to cover all possible subsequent drawings under, all outstanding Letters of Credit on which any deposits in the LC Collateral Account were based, the excess amount shall, so long as no Enforcement Notice is in effect, be withdrawn by the Collateral Agent and paid to the Borrower. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution referred to in this subsection (f), the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the LC Collateral Account as shall be required to obtain sufficient cash to make such depositdistribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (cg) Pending the distribution of funds Amounts on deposit 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 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited invested and re-invested from time to time in such Liquid Investments as the relevant Lien Grantor shall determine. Any income received with respect to the balance from time to time standing to the credit of any Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in such Collateral Account. Neither All right, title and interest in and to the Trustee nor cash amounts on deposit from time to time in any Collateral Account together with any Liquid Investments from time to time made pursuant to this subsection (g) shall vest in the Notes Collateral Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of its Secured Obligations until applied thereto as provided in Section 15. If an Enforcement Notice is in effect, any amounts held in any Collateral Account shall be retained in such Collateral Account and, if and when requested by the Administrative Agent, shall be withdrawn by the Collateral Agent shall have and applied in the manner specified in Section 15. (h) For purposes hereof, "Liquid Investments" means any liability Temporary Cash Investment that (i) matures within 30 days after it is acquired by or for any loss incurred the account of the Collateral Agent and (ii) in connection order to provide the Collateral Agent, for the benefit of the Secured Parties, with any investment or any salea perfected security interest therein, liquidation or redemption thereof made in accordance with the provisions of this (c).either:

Collateral Accounts. The Collateral Agent shall establish and maintain three accounts into which it shall (aexcept as otherwise explicitly provided in any Security Document) The Trustee is authorized to receive deposit all amounts received by it in its capacity as Collateral Agent (and not in any funds for the benefit other capacity) in respect of the Holders distributed underCollateral upon an Actionable Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document and all amounts allocated from the Special Collateral Account pursuant to Section 7.2; provided, however, that notwithstanding any other provision of this Agreement, if the Collateral Agent (i) shall be a Bank Creditor, amounts that the Collateral Agent shall receive on account of the Outstanding Credit Agreement Obligations in its capacity as a Bank Creditor, and not through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to with the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the Notes Priority Agent Credit Agreement and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with 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, not be deposited in the Collateral Account to the extent required by this Indenture or Accounts and (ii) shall be a Noteholder, amounts that the Collateral Agent shall receive on account of the Outstanding Note Agreement Obligations in its capacity as Noteholder, and not through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, and thereafter shall be held, applied and/or disbursed distributed by the Notes Priority Agent to the Trustee it in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 the Note Agreement and (a)). In connection with any and all deposits to shall not be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s Certificate directing the Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds deposited in the Collateral Accounts. One of the three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Bank Creditors in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the benefit of the Noteholders (the "Note Agreement Collateral Account") and the third such account shall be established and maintained for the benefit of the LOC Creditors (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Note 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 Security Documents, it being understood that any such amounts may be released to any Obligor 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 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 specified aggregate amounts deposited in such directionaccounts during the term of this Agreement; provided, such investments to mature by however, that 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the 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 cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds aggregate amounts deposited in the Letter of Credit Collateral Account shall be credited deemed to have been reduced by any amounts released from such account pursuant to paragraph (d) below). The Obligors shall have no rights with respect to, and the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. Prior to the liquidation of any liability Collateral by the Collateral Agent and the allocation of the proceeds of such Collateral to the Collateral Accounts, such Collateral shall be held by the Collateral Agent for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions ratable benefit of this (c)the Participating Creditors.

Collateral Accounts. (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed underBorrower shall, and shall cause each Credit Party to, provide Agent [***] prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Credit Party at any time maintains (and in accordance withconnection with any such Collateral Account established after the Closing Date, the prior to opening such Collateral DocumentsAccount), Borrower shall, and to make further distributions of such funds to shall cause each Credit Party to, cause the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The applicable bank or financial institution at or with which any Collateral Account shall be is maintained to execute and deliver a deposit account maintained with, and under the sole control of, the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events Control Agreement or other appropriate instrument with regards respect 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 such Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee perfect Agent’s Lien in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s 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 terms hereunder, which Control Agreement, inter alia, (a) provides that, upon written notice from Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature Collateral Account without further consent by the times such funds are needed hereunder Borrower and such direction to certify that such funds constitute Cash Equivalents and that no Event (b) may not be terminated without prior written consent of Default shall have occurred and be continuingAgent. The Company acknowledges provisions of the previous sentence shall not apply to any Excluded Deposit Account; provided, however, that for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until at all times Borrower shall maintain one (1) Business Day after the Notes Collateral Agent receives or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such direction from the Company. purposes with funds in any other Deposit Account. (b) So long as no the ATM Facility Account remains open, Borrower shall cause all funds (if any) in excess of [***] held in the ATM Facility Account to be transferred into a Collateral Account subject to a Control Agreement by the close of business on the [***] after the funds held in the ATM Facility Account exceeded [***]; provided that upon the occurrence and during the continuation of any Event of Default Default, upon Agent’s request, Borrower shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income all funds on any investment of funds deposit in the ATM Facility Account to be transferred into a Collateral Account shall be credited subject to a Control Agreement at the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions end of this (c)each Business Day.

Collateral Accounts. (a) The Trustee is authorized to receive any funds for Each of ING and each Subordinated Debt Holder agrees that the benefit sale of the Holders distributed under, Units and the deposit of the Proceeds in accordance with, the Collateral Accounts as contemplated in the Offering Memorandum and the Security Documents, and to make further distributions of such funds to the Holders according to the provisions execution, delivery and performance of this Indenture and Agreement, shall not constitute a default or event of default, with or without notice or the Collateral Documentspassage of time or both, under either the Credit Facility or the Subordinated Notes. (b) The In the event any principal payment shall become due with respect to the Notes, whether as a result of a Mandatory Redemption, a purchase of the Notes by the Company following a Change of Control or upon acceleration of the Notes following an Event of Default, the Collateral Account shall be a deposit account maintained withdisbursed to the Trustee, and under for the sole control ofratable benefit of the Noteholders, the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant applied first 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 Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms payment of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into Obligations of the Collateral Account Company under this Indenture, the Notes Collateral Agent shall receive an Officer’s Certificate directing and the Security Documents (the "Note Obligations") and, only after the Note Obligations have been paid and discharged in full, next to the payment of any ING Obligations and last to any obligations of the Company to the Subordinated Debt Holders under the Subordinated Notes Collateral Agent (the ING Obligations and the Subordinated Debt being collectively referred to make such depositherein as the "Existing Secured Debt"). (c) Pending Any and all determinations regarding the distribution exercise of funds remedies against the Collateral shall be made by the Trustee at the direction of the holders of a majority of the outstanding principal amount of the Notes. (d) Each of ING and each Subordinated Debt Holder agrees that (i) it shall have no security interest in the Collateral Account in accordance with Collateral, irrespective of the terms and provisions hereof of any pledge or security agreements heretofore entered into by it and provided that no Event of Default shall have occurred and be continuing, the Company may direct and any Subsidiary with respect to the Notes Collateral Agent in writing Existing Secured Debt, or the recording or filing of any financing statements or other recordings or filings with respect 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 obligations of Default shall have occurred and be continuing. The Company acknowledges that for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one and (1ii) Business Day after the Notes Collateral Agent receives such direction at all times, it shall refrain from the Company. So long as no Event of Default shall have occurred and be continuingtaking any action to foreclose upon, the Company may direct the Trustee to selltake possession of, liquidate or cause otherwise proceed against the redemption Collateral, except after all of the Note Obligations have been paid and discharged in full or with the prior written consent of the holders of a majority of the outstanding principal amount of the Notes. (e) As used herein, "Shortfall Obligations" means (i) any claim against the Company by the Trustee, the Disbursement Agent or the Noteholders (or any person acting for their benefit) for any portion of the Note Obligations which has not been or cannot be satisfied by means of recourse to the Collateral, and (ii) any obligation of the Company to the Trustee, the Disbursement Agent or the Noteholders (or any person acting for their benefit) to deposit additional funds into the Collateral Accounts or otherwise provide collateral or funds from any source other than the proceeds from the sale of the Notes, and (iii) any claim of any such investments and to transmit kind by the proceeds to Trustee, the Company Disbursement Agent or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment Noteholders (or any sale, liquidation or redemption thereof made in accordance with person acting for their benefit) against any subsidiary of the provisions of this (c)Company.

Collateral Accounts. Each of Opinion Research Corporation, Macro International Inc. and ORC ProTel, Inc. shall establish a separate collateral account with the Agent (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance withcollectively, the “Collateral DocumentsAccounts”). Each Borrower shall deposit or cause to be deposited into a collateral account designated for such Borrower on Schedule C hereto (or as otherwise designated by the Agent), 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 withall checks, and under the sole control ofdrafts, the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents other remittances received by the Notes Collateral Agent from Asset Dispositions of Notes CollateralBorrowers, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant and shall deposit such items for credit to the applicable 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 Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s 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 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 Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until Accounts within one (1) Business Day after of the Notes Collateral Agent receives receipt thereof and in precisely the form received. Pending such direction from the Company. So long as no Event of Default shall have occurred and be continuingdeposit, the Company may direct the Trustee to sell, liquidate or cause the redemption of Borrowers will not commingle any such investments items of payment with any of their other funds or property, but will hold them separate and apart. The Borrowers hereby covenant and agree that the Collateral Accounts shall secure the Obligations and hereby grants, assigns and transfers to or at the direction of the Agent, for the benefit of the Lenders ratably, a continuing security interest in all of the Borrowers’ right, title and interest in and to transmit the proceeds Collateral Accounts, whenever created or established. Subject to the Company terms of this Agreement or its designeeany other Loan Document, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of Agent may apply funds in the Collateral Account shall be credited Accounts to any of the Obligations, including, without limitation, any principal, interest or other payment(s) not made when due, whether arising under this Loan Agreement and/or any other Loan Document, or any other Obligation of the Borrowers, without notice to the Collateral AccountBorrowers, without regard to the origin of the deposits in the account, the beneficial ownership of the funds therein or whether such Obligations are owed jointly with another or severally; the order and method of such application to be in the sole discretion of the Agent. Neither The Agent’s right to deduct sums due under the Trustee nor Loan Documents from the Notes Collateral Borrowers’ account(s) shall not relieve the Borrowers from their obligation to make all payments required by the Loan Documents as and when required by the Loan Documents, and the Agent shall not have any obligation to make any such deductions or any liability whatsoever for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this (c)failure to do so.

Collateral Accounts. (a) The Trustee Each Credit Party shall provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Credit Party at any time maintains (and in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), each Credit Party shall (a) with respect to each Collateral Account located in the United States, cause the applicable bank or financial institution at or with which any Collateral Account is authorized maintained to receive any funds for execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the benefit terms hereunder, which Control Agreement, inter alia, (i) provides that, upon written notice from Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of the Holders distributed underfunds in such Collateral Account without further consent by such Credit Party and (ii) may not be terminated without prior written consent of Agent and (b) with respect to all other Collateral Accounts, take such other action (in a jurisdiction other than the United States) as is necessary to ensure that Agent has a first priority perfected security interest in such Collateral Account and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the amounts held therein. The provisions of this Indenture and the Collateral Documentsprevious sentence shall not apply to Excluded Accounts. (b) The Collateral Account Credit Parties shall be a deposit account maintained withmaintain one (1) or more separate Payroll Accounts, and under the sole control of, the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events not commingle any monies allocated for such purposes with 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 funds in the Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s Certificate directing the Notes Collateral Agent to make such depositother Deposit Account. (c) Pending During the distribution of funds Deposit Account Transition Period, the Credit Parties shall (i) not permit the aggregate amounts on deposit in the Collateral Account in accordance with the provisions hereof First Citizens Deposit Accounts to exceed $500,000 at any time and provided that no Event of Default shall have occurred and be continuing(ii) ensure that, the Company may direct the 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 close of Default shall have occurred and be continuing. The Company acknowledges that for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) last Business Day after the Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuingeach calendar week, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income all amounts on any investment of funds deposit in the Collateral First Citizens Deposit Accounts are transferred to a U.S. Deposit Account shall be credited that is subject to the Collateral Account. Neither the Trustee nor the Notes Collateral a Control Agreement in favor of Agent shall have any liability for any loss incurred pursuant to an irrevocable standing wire instruction or other arrangement satisfactory to Agent (in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this (cits reasonable discretion).