Common use of Concentration Account Clause in Contracts

Concentration Account. Each Control Agreement with respect to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of Default, the Controlled Account Bank transfer all cash receipts and other collections on account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at BMO (the “Concentration Account”). The Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event that, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding the foregoing, to the extent a Specified Event of Default no longer exists, amounts remaining in the Concentration Account shall be, at the request of the Borrower Agent, transferred to one or more Controlled Deposit Accounts as specified by the Borrower Agent.

Concentration Account. Each Control Agreement with respect to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of Default, that at all times the Controlled Account Bank transfer all cash receipts and other collections on account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at BMO a bank acceptable to Agent (the “"Concentration Account”"); provided, however, that the Agent shall not require a Controlled Account Bank with respect to a Controlled Deposit Account maintained in Canada to transfer cash receipts and other collections by ACH or wire transfer unless (1) the aggregate balance in all Controlled Deposit Accounts maintained in Canada is in excess of $500,000 (the aggregate amount in such Controlled Deposit Accounts not in excess of $300,000, the "Peg Balance") or (2) an Event of Default has occurred and is then continuing. The Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c4.05(c) below. In the event that, notwithstanding the provisions of this Section 4.044.05, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s 's other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, Account or dealt with in such other fashion as such Loan Party may be instructed by Agent; provided, however, that the Administrative Agent. Notwithstanding the foregoing, requirements of this sentence shall not apply to the extent a Specified Peg Balance so long as no Event of Default no longer exists, amounts remaining in the Concentration Account shall be, at the request of the Borrower Agent, transferred to one or more Controlled Deposit Accounts as specified by the Borrower Agenthas occurred and is then continuing.

Concentration Account. Each Control Agreement with respect to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of DefaultDominion Trigger Period, the Controlled Account Bank transfer all cash receipts and other collections on account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at BMO (the “Concentration Account”). The Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event that, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of DefaultDominion Trigger Period, the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding (c) Application of Funds in the foregoing, to the extent a Specified Event of Default no longer exists, amounts remaining Concentration Account. All funds received in the Concentration Account in immediately available funds shall, subject to Section 9.03, be applied on a daily basis first, to the Letter of Credit Borrowings and the Swing Line Loans, second, to the outstanding Revolving Credit Loans and third, to any fees, expenses, costs or reimbursement obligations due and owing to the Administrative Agent or the Lenders. All funds received in the Concentration Account that are not immediately available funds (checks, drafts and similar forms of payment) shall bebe deemed applied by Administrative Agent on account of the Obligations (subject to final payment of such items) in accordance with the foregoing sentence on the first Business Day after receipt by Administrative Agent of such items in Administrative Agent’s account located in Chicago, Illinois. If as the result of such application of funds a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrowers but shall, so long as no Default or Event of Default then exists, be disbursed to Borrowers or otherwise at Borrower Agent’s direction, upon Borrower Agent’s request. Upon and during the continuance of any Event of Default, the Administrative Agent may, at the request its option, offset such credit balance against any of the Borrower Agent, transferred to one Obligations or more Controlled Deposit Accounts hold such credit balance as specified by Collateral for the Borrower Agent.Obligations. (d)

Concentration Account. Each Control Agreement with respect to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of Default, that the Controlled Account Bank transfer all cash receipts and other collections on account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at BMO (the “Concentration Account”). The Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event that, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding (c) Application of Funds in the foregoing, to the extent a Specified Event of Default no longer exists, amounts remaining Concentration Account. All funds received in the Concentration Account in immediately available funds shall, subject to Section 9.03, be applied on a daily basis first, to the Letter of Credit Borrowings and the Swing Line Loans, second, to the outstanding Revolving Credit Loans and third, to any fees, expenses, costs or reimbursement obligations due and owing to the Administrative Agent or the Lenders. All funds received in the Concentration Account that are not immediately available funds (checks, drafts and similar forms of payment) shall be, at the request be deemed applied by Administrative Agent on account of the Borrower Obligations (subject to final payment of such items) in accordance with the foregoing sentence on the first Business Day after receipt by Administrative Agent of such items in Administrative Agent’s account located in Chicago, transferred to one or more Controlled Deposit Accounts Illinois. If as specified by the Borrower Agent.result of such application of funds a credit 119

Concentration Account. Each Control Agreement with respect to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of DefaultDominion Trigger Period, the Controlled Account Bank transfer all cash receipts and other collections on account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at BMO (the “Concentration Account”), and if separate concentration accounts are maintained at the direction of the Administrative Agent for Dollars and another for Canadian Dollars, then such receipts and collections of same currency shall be directed into the corresponding Concentration Account for such currency (and for the avoidance of doubt, each such account shall constitute a Concentration Account hereunder), provided that during a Dominion Trigger Period, any Bonded AR Proceeds held in a Controlled Deposit Account shall not be required to be automatically swept into the Concentration Account. The Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event thatIf, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited directly into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of DefaultDominion Trigger Period (except with respect to Bonded AR Proceeds), the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding the foregoing, except as expressly provided in this paragraph, any proceeds or collections of Accounts related to Bonded Job Sites that constitute trust funds or funds in which another Person has a Lien (having priority over the extent a Specified Event of Default no longer existsAdministrative Agent’s Lien) with respect thereto (collectively, amounts remaining in the “Bonded AR Proceeds”) shall not be deposited into the Concentration Account at any time and during a Dominion Trigger Period, shall bebe deposited directly into a segregated Controlled Deposit Account (and in any event, not a Qualified Account) and not commingled with other non-Bonded AR Proceeds or if applicable, an Excluded Deposit Account. At all times, the Company shall use and apply the Bonded AR Proceeds in accordance with the General Indemnity Agreement. If during a Dominion Trigger Period, the final completion of the project related to such Bonded Job Site (so long as no default has occurred at the request time of such final completion with respect to the Borrower AgentBonding Obligations related to such Bonded Job Site) occurs, transferred then the Bonded AR Proceeds for such Bonded Job Site need not be deposited into, or continue to one or more be held in, a segregated Controlled Deposit Accounts as specified Account and instead, shall be directly deposited into (or if already held in such segregated Controlled Deposit Account, promptly transferred to) the Concentration Account. If an amendment is duly entered into with respect to the General Indemnity Agreement at any time after the Closing Date but before the occurrence of a Dominion Trigger Period (and such amendment is in form and scope acceptable to the Administrative Agent), then all times before the point of time at which such amendment requires any Bonded AR Proceeds to be held 112 in trust, such Bonded AR Proceeds covered by such amendment need not be deposited into, or continue to be held in, a segregated Controlled Deposit Account and may be deposited into another Controlled Deposit Account, unless a Dominion Trigger Period is in effect, in which case they shall be deposited into the Concentration Account. If any Bonded AR Proceeds are deposited or otherwise transferred into the Concentration Account or any Qualified Account in violation of this paragraph, in no event shall the Administrative Agent be required to apply such Bonded AR Proceeds against the outstanding Obligations nor shall such Bonded AR Proceeds otherwise entitle any Borrower Agentto any additional Availability hereunder.

Concentration Account. Each Control Agreement with respect On or prior to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of DefaultClosing Date, the Controlled Account Bank transfer all cash receipts Collection Agent, for the benefit of the Beneficiaries, shall establish and other collections on maintain or cause to be established and maintained in the name of the Agent with Bankers Trust Company a segregated trust account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to such account being the concentration account maintained by the Administrative Agent at BMO (the “"Concentration Account”" and such institution holding such account being the "Concentration Account Bank"), such account bearing a designation clearly indicating 139 that the funds deposited therein are held for the benefit of the Beneficiaries. The Agent shall possess all right, title and interest in and to all funds from time to time on deposit in the Concentration Account and in all proceeds thereof. The Concentration Account shall at all times be under the sole dominion and control of the Administrative AgentAgent for the benefit of the Beneficiaries, and neither the Seller, nor any Person claiming by, through or under the Seller, shall have any right, title or interest in, or any right to withdraw any amount from, the Concentration Account. The Loan Parties hereby acknowledge and agree Except as expressly provided in this Agreement, the Collection Agent agrees that (i) the Loan Parties it shall have no right of withdrawal set-off or banker's lien against, and no right to otherwise deduct from, any funds held in the Concentration Account for any amount owed to it by any Beneficiary. The Collection Agent shall cause Collections to be deposited into the Concentration Account on each Business Day as promptly as is reasonably practicable after receipt in a Lock Box Account, and in any event no later than the day on which such Collections become available funds in such Lock Box Account. The Seller will require Maxtor and the Selling Affiliates, if any, to deposit any Collections received by it into a Lock Box Account within two Business Days following the Business Day on which such Collections are so received. Notwithstanding the foregoing, if and to the extent that funds that are not Collections are deposited into the Concentration Account, the Collection Agent may direct the Trustee in writing to withdraw such funds from the Concentration Account and deposit them in the Seller's Account. The Agent hereby authorizes the Trustee to make withdrawals and payments from the Concentration Account, and to invest the funds in the Concentration Account, in accordance with the provisions of this Agreement. If, at any time, the institution holding the Concentration Account ceases to be an Eligible Institution, the Collection Agent, upon obtaining actual knowledge thereof, shall, within 15 Business Days (i) establish a new Concentration Account meeting the conditions specified above with an Eligible Institution, (ii) transfer any cash and/or any investments held in the old Concentration Account or with respect thereto to such new Concentration Account and (iii) in the case of any new Concentration Account, deliver to all Lock Box Banks new Lock Box Agreements (with copies thereof to the Trustee) referring to such new Concentration Account, and from the date such new Concentration Account is established, it shall be the "Concentration Account". Pursuant to the authority granted to the Collection Agent in Section 6.02, the Collection Agent shall have the power to instruct the Trustee to make withdrawals and payments from the Concentration Account for the purposes of carrying out the Collection Agent's or the Trustee's duties specified in this Agreement. Funds on deposit in the Concentration Account, shall, at the written direction of the Collection Agent, be invested by the Trustee or the Eligible Institution maintaining such accounts in Available Investments as instructed by the Collection Agent in writing (which may be a standing instruction). All such Available Investments shall be held by the Trustee or the Eligible Institution maintaining such accounts for the benefit of the Beneficiaries. Such funds shall be invested in Available Investments that will mature so that funds will be available on or before the close of business on the Business Day next preceding the following Settlement Date in amounts sufficient for the Trustee to make each distribution required under this Agreement on the next Settlement Date. All interest and other investment earnings (net of losses and investment expenses) received on funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event that, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding the foregoing, to the extent a Specified Event of Default no longer exists140 such investment income is not needed to pay the Beneficiaries on such Settlement Date, amounts remaining in shall be added to the Concentration Account shall beand allocated in accordance with Section 2.06. The Trustee is hereby authorized, at unless otherwise directed in writing by the request Collection Agent, to effect transactions in Available Investments through a capital markets affiliate of the Borrower Agent, transferred to one or more Controlled Deposit Accounts as specified by the Borrower AgentTrustee.

Concentration Account. Each Control Agreement with respect On or prior to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of DefaultClosing Date, the Controlled Account Bank transfer all cash receipts Collection Agent, for the benefit of the Beneficiaries, shall establish and other collections on maintain or cause to be established and maintained in the name of the Agent with Bankers Trust Company a segregated trust account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to such account being the concentration account maintained by the Administrative Agent at BMO (the “"Concentration Account”" and such institution holding such account being the "Concentration Account Bank"), such account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Beneficiaries. The Agent shall possess all right, title and interest in and to all funds from time to time on deposit in the Concentration Account and in all proceeds thereof. The Concentration Account shall at all times be under the sole dominion and control of the Administrative AgentAgent for the benefit of the Beneficiaries, and neither the Seller, nor any Person claiming by, through or under the Seller, shall have any right, title or interest in, or any right to withdraw any amount from, the Concentration Account. The Loan Parties hereby acknowledge and agree Except as expressly provided, in this Agreement, the Collection Agent agrees that (i) the Loan Parties it shall have no right of withdrawal set-off or banker's lien against, and no right to otherwise deduct from, any funds held in the Concentration Account for any amount owed to it by the Trustee or any Beneficiary. The Collection Agent shall cause Collections to be deposited into the Concentration Account on each Business Day as promptly as is reasonably practicable after receipt in a Lock Box Account, and in any event no later than the day on which such Collections become available funds in such Lock Box Account. The Seller will require Maxtor and the Selling Affiliates, if any, to deposit any Collections received by it into a Lock Box Account within two Business Days following the Business Day on which such Collections are so received. Notwithstanding the foregoing, if and to the extent that funds that are not Collections are deposited into the Concentration Account, the Collection Agent may direct the Trustee in writing to withdraw such funds from the Concentration Account and deposit them in the Seller's Account. The Agent hereby authorizes the Trustee to make withdrawals and payments from the Concentration Account, and to invest the funds in the Concentration Account, in accordance with the provisions of this Agreement. If, at any time, the institution holding the Concentration Account ceases to be an Eligible Institution, the Collection Agent, upon obtaining actual knowledge thereof, shall, within 15 Business Days (i) establish a new Concentration Account meeting the conditions specified above with an Eligible Institution, (ii) transfer any cash and/or any investments held in the funds old Concentration Account or with respect thereto to such new Concentration Account and (iii) in the case of any new Concentration Account, deliver to all Lock Box Banks new Lock Box Agreements (with copies thereof to the Trustee) referring to such new Concentration Account, and from the date such new Concentration Account is established, it shall be the "Concentration Account". Pursuant to the authority granted to the Collection Agent in Section 6.02, the Collection Agent shall have the power to instruct the Trustee to make withdrawals and payments from the Concentration Account for the purposes of carrying out the Collection Agent's or the Trustee's duties specified in this Agreement. Funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event that, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding the foregoing, to the extent a Specified Event of Default no longer exists, amounts remaining in the Concentration Account shall beshall, at the request written direction of the Borrower Collection Agent, transferred to one or more Controlled Deposit Accounts as specified be invested by the Borrower Agent.Trustee or the Eligible Institution maintaining such

Concentration Account. Each Control Agreement with respect to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of DefaultDominion Trigger Period, the Controlled Account Bank transfer all cash receipts and other collections on account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at BMO (the “Concentration Account”), and if separate concentration accounts are maintained at the direction of the Administrative Agent for Dollars and another for Canadian Dollars, then such receipts and collections of same currency shall be directed into the corresponding Concentration Account for such currency (and for the avoidance of doubt, each such account shall constitute a Concentration Account hereunder), provided that during a Dominion Trigger Period, any Bonded AR Proceeds held in a Controlled Deposit Account shall not be required to be automatically swept into the Concentration Account. The Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event thatIf, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited directly into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of DefaultDominion Trigger Period (except with respect to Bonded AR Proceeds), the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding the foregoing, except as expressly provided in this paragraph, any proceeds or collections of Accounts related to Bonded Job Sites that constitute trust funds or funds in which another Person has a Lien (having priority over the extent a Specified Event of Default no longer existsAdministrative Agent’s Lien) with respect thereto (collectively, amounts remaining in the “Bonded AR Proceeds”) shall not be deposited into the Concentration Account at any time and during a Dominion Trigger Period, shall bebe deposited directly into a segregated Controlled Deposit Account (and in any event, not a Qualified Account) and not commingled with other non-Bonded AR Proceeds or if applicable, an Excluded Deposit Account. At all times, the Company shall use and apply the Bonded AR Proceeds in accordance with the General Indemnity Agreement. If during a Dominion Trigger Period, the final completion of the project related to such Bonded Job Site (so long as no default has occurred at the request time of such final completion with respect to the Borrower AgentBonding Obligations related to such Bonded Job Site) occurs, transferred then the Bonded AR Proceeds for such Bonded Job Site need not be deposited into, or continue to one or more be held in, a segregated Controlled Deposit Accounts as specified Account and instead, shall be directly deposited into (or if already held in such segregated Controlled Deposit Account, promptly transferred to) the Concentration Account. If an amendment is duly entered into with respect to the General Indemnity Agreement at any time after the Closing Date but before the occurrence of a Dominion Trigger Period (and such amendment is in form and scope acceptable to the Administrative Agent), then all times before the point of time at which such amendment requires any Bonded AR Proceeds to be held in trust, such Bonded AR Proceeds covered by such amendment need not be deposited into, or continue to be held in, a segregated Controlled Deposit Account and may be deposited into another Controlled Deposit Account, unless a Dominion Trigger Period is in effect, in which case they shall be deposited into the Concentration Account. If any Bonded AR Proceeds are deposited or otherwise transferred into the Concentration Account or any Qualified Account in violation of this paragraph, in no event shall the Administrative Agent be required to apply such Bonded AR Proceeds against the outstanding Obligations nor shall such Bonded AR Proceeds otherwise entitle any Borrower Agentto any additional Availability hereunder.

Concentration Account. Each Control Agreement with respect to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of DefaultDominion Trigger Period, the Controlled Account Bank transfer all cash receipts and other collections on account of Collateral by ACH or wire transfer no less frequently than daily daily, (x) so long as the “Facility Termination Date” (as defined in the Revolving Credit Agreement) has not occurred, to the “Concentration Account” (as defined in the Revolving Credit Agreement) (the “Revolving Collection Account”) and (y) thereafter, to such other accounts as directed by the Administrative Agent in its sole discretion (the “Term Loan Collection Accounts” and together with the Revolving Collection Account, the “Collection Accounts”) (whether or not there are then any outstanding Revolving Obligations or Obligations) to the concentration account maintained by the Administrative Agent at BMO (the “Concentration Account”). The Concentration Revolving Collection Account shall at all times be under the sole dominion and control of the Revolving Agent. The Term Loan Collection Accounts shall at all times be under the sole dominion and control of the Administrative Agent or of the Administrative Agent’s financing source. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration AccountCollection Accounts, (ii) the funds on deposit in the Concentration Account Collections Accounts shall at all times be collateral security for all of the Obligations and the Revolving Obligations and (iii) the funds on deposit in the Concentration Account Collection Accounts shall be applied as provided in Section 4.04(c) belowbelow or the Revolving Credit Agreement, as applicable. In the event that, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent or Revolving Agent, as applicable, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, subject to the Post-Closing Agreement, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of DefaultDominion Trigger Period, the Concentration a Collection Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding Agent or the foregoing, to the extent a Specified Event of Default no longer exists, amounts remaining in the Concentration Account shall be, at the request of the Borrower Revolving Agent, transferred to one or more Controlled Deposit Accounts as specified by the Borrower Agentapplicable.

Concentration Account. Each Control The Borrower, as an Assignor, has established, or will as promptly as practicable (and in any event on or prior to February 15, 2001) establish, with a banking institution satisfactory to the Administrative Agent and Collateral Agent (the "Concentration Account Bank"), in the name of the Collateral Agent for the benefit of the Secured Creditors, an account (the "Concentration Account"), which account shall be maintained and managed in accordance with the terms and provisions of the Concentration Account Agreement and into which there shall be deposited all payments made with respect to the Collateral (including, without limitation, all moneys, securities and instruments received in each Lockbox in the manner set forth in the Lockbox Agreement). All money, securities and instruments at any time deposited or held in the Concentration Account hereunder shall be held by the Concentration Account Bank for the benefit of the Collateral Agent. Furthermore, the Borrower and the Concentration Account Bank shall duly execute and deliver to the Collateral Agent a Controlled Deposit Concentration Account Agreement in the form required by Section 4.03 of the Credit Agreement which Concentration Account Agreement shall, among other things, acknowledge the security interest and the dominion and control of the Collateral Agent in the Concentration Account established with the Concentration Account Bank and shall require contain the agreement of the Concentration Account Bank that, following its receipt of a notice from the Collateral Agent, it shall thereafter transmit daily to the Collateral Agent all cash, instruments and other securities and all collected funds received in respect of any securities or instruments deposited in the Concentration Account. Upon the occurrence and during the continuance of a Specified any Event of Default, the Controlled Account Bank transfer Collateral Agent shall be entitled to apply any or all cash receipts and other collections on account of Collateral by ACH amounts then in, or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at BMO (the “Concentration Account”). The Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Accountthereafter deposited in, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as manner provided in Section 4.04(c) below. In the event that, notwithstanding the provisions 7.4 of this Section 4.04Agreement. The reasonable costs and expenses (including reasonable attorney's fees) of collection, any Loan Party receives whether incurred by an Assignor or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Collateral Agent, shall not be commingled with any of borne by such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding the foregoing, to the extent a Specified Event of Default no longer exists, amounts remaining in the Concentration Account shall be, at the request of the Borrower Agent, transferred to one or more Controlled Deposit Accounts as specified by the Borrower AgentAssignor."

Concentration Account. Each Control Agreement with respect to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of Default, that at all times the Controlled Account Bank transfer all cash receipts and other collections on account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent Lender at BMO the Lender (the “Concentration Account”); provided, however, that the Lender shall not require a Controlled Account Bank with respect to a Controlled Deposit Account maintained in Canada to transfer cash receipts and other collections by ACH or wire transfer unless (1) the aggregate balance in all Controlled Deposit Accounts maintained in Canada is in excess of $500,000 (the aggregate amount in such Controlled Deposit Accounts not in excess of $500,000, the “Peg Balance”) or (2) an Event of Default has occurred and is then continuing. The Concentration Account shall at all times be under the sole dominion and control of the Administrative AgentLender. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c4.05(c) below. In the event that, notwithstanding the provisions of this Section 4.044.05, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative AgentLender, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding Lender; provided, however, that the foregoing, requirements of this sentence shall not apply to the extent a Specified Peg Balance so long as no Event of Default no longer exists, amounts remaining in the Concentration Account shall be, at the request of the Borrower Agent, transferred to one or more Controlled Deposit Accounts as specified by the Borrower Agenthas occurred and is then continuing.

Concentration Account. Each Control Agreement with respect On or prior to a Controlled Deposit Account shall require that, following the occurrence and during the continuance of a Specified Event of DefaultTransfer Date, the Controlled Account Bank transfer all cash receipts Servicer, for the benefit of the Beneficiaries, shall establish and other collections maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Trust, with an Eligible Institution a segregated trust account of Collateral by ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained accessible by the Administrative Agent at BMO Trustee (such account being the “"Concentration Account”" and such institution holding such account being the "Concentration Account Bank"), such account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Beneficiaries. The Trustee shall possess all right, title and interest in and to all funds from time to time on deposit in the Concentration Account and in all proceeds thereof. The Concentration Account shall at all times be under the sole dominion and control of the Administrative AgentTrustee for the benefit of the Beneficiaries. The Loan Parties hereby acknowledge and agree Except as expressly provided in this Agreement, the Servicer agrees that (i) the Loan Parties it shall have no right of withdrawal from set-off or banker's lien against, and no right to otherwise deduct from, any funds held in the Concentration Account for any amount owed to it by the Trustee, the Trust or any Beneficiary. The Servicer shall cause Collections to be deposited into the Concentration Account on each Business Day as promptly as is reasonably practicable after receipt in a Collection Account. The Transferor will require the Originators to mail any Collections received by them to a Lock Box or deposit any Collections received by any of them into a Collection Account within five Business Days following the Business Day on which such Collections are so received. Notwithstanding the foregoing, if and to the extent that funds that are not Collections are deposited into the Concentration Account, the Servicer may direct in writing the Trustee to withdraw such funds from the Concentration Account and deposit them in the Transferor's Account. If, at any time, the institution holding the Concentration Account ceases to be an Eligible Institution, the Servicer, upon obtaining actual Knowledge thereof, for the benefit of the Beneficiaries, shall within 15 Business Days (i) establish a new Concentration Account meeting the conditions specified above with an Eligible Institution, (ii) transfer any cash and/or any investments held therein or with respect thereto to such new Concentration Account and (iii) in the case of any new Concentration Account, deliver to all Collection Account Banks new Collection Account Letters (with copies thereof to the Trustee) referring to such new Concentration Account, and from the date such new Concentration Account is established, it shall be the "Concentration Account". Pursuant to the authority granted to the Servicer in Section 3.01, the Servicer shall have the power to instruct the Trustee to make withdrawals and payments from the Concentration Account for the purposes of carrying out the Servicer's or the Trustee's duties specified in this Agreement. Funds on deposit in the Concentration Account, shall at the direction of the Servicer be invested by the Trustee or the Eligible Institution maintaining such accounts in Eligible Investments as instructed by the Servicer in writing (which may be a standing instruction) (or if not so instructed, then invested by the Trustee or the Eligible Institution maintaining such accounts in any Eligible Investments listed in clause (b) of the definition of Eligible Investments). All such Eligible Investments shall be held by the Trustee or the Eligible Institution maintaining such accounts for the benefit of the Beneficiaries. Such funds shall be invested in Eligible Investments that will mature so that funds will be available in amounts sufficient for the Servicer to make each distribution required under the applicable Supplement on the Distribution Date with respect to such Collection Period. Funds deposited in the Concentration Account on a Determination Date with respect to the next following Distribution Date are required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) received on funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event that, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding the foregoing, to the extent such investment income is not needed to pay the Holders on such Distribution Date, shall be paid to the Transferor, except as otherwise specified in any Supplement. The Trustee is hereby authorized, unless otherwise directed by the Servicer, to effect transactions in Eligible Investments through a Specified Event of Default no longer exists, amounts remaining in the Concentration Account shall be, at the request capital markets affiliate of the Borrower Agent, transferred to one or more Controlled Deposit Accounts as specified by the Borrower AgentTrustee.

Concentration Account. Each Control Agreement with respect (a) TLI maintains, and hereby agrees to a Controlled Deposit Account shall require that, following continue to maintain in its individual capacity and as the occurrence and during the continuance manager of a Specified Event Containers on behalf of DefaultTAL A, the Controlled Account Bank transfer all cash receipts and other collections bank deposit accounts identified on account of Collateral by ACH Exhibit A hereto as the “concentration account” (such account, or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the successor concentration account maintained created by the Administrative Agent at BMO (TLI in compliance with this Section 4.1, is referred to herein as the “Concentration Account”). The Concentration Account shall at all times be under Until otherwise instructed by the sole dominion Indenture Trustee, Fortis and/or the Other Lenders (or any trustee or agent thereof), in writing, following the occurrence of an Actionable Default and control of the Administrative Agent. The in accordance with an applicable Equipment Loan Parties hereby acknowledge and agree that Agreement or related Security Agreement, TLI will (i) continue to instruct all lessees of the Loan Parties have no right Containers or other collateral under a Lease to remit all rental and other payments arising under such Lease to one or more of withdrawal the bank deposit accounts used by TLI from time to time as “collection accounts” (collectively, the Concentration Account“Collection Accounts”), and (ii) the cause all funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 4.04(c) below. In the event that, notwithstanding the provisions of this Section 4.04, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections described above, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Controlled Deposit Account, or following the occurrence and during the continuance of a Specified Event of Default, the Concentration Account, or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. Notwithstanding the foregoingCollection Accounts, to the extent a Specified Event of Default no longer existsthe type referenced in clause (i) above, amounts remaining in to be “swept” into the Concentration Account shall be, at on a periodic basis. The Collection Accounts that are in use by TLI on the request date hereof are identified on Exhibit B. Each of the Borrower AgentIndenture Trustee, transferred Fortis and/or the Other Lenders further agree, for the exclusive benefit of each other, and without any duties or obligations to TLI or TAL A that, if an Actionable Default has occurred, (i) no such party shall exercise any rights to instruct lessees to remit rental and other payments under any Leases without prior notice to each other Equipment Lender and (ii) absent the consent of all Equipment Lenders, no such Equipment Lender shall instruct lessees under a Lease Agreement that relates to one or more Controlled Deposit Accounts Securitized Containers, Fortis Containers or Other Lenders’ Containers to remit such payments to any account other than the Collection Account; provided that nothing herein shall restrict the rights of a successor manager under the Management Agreement to give any such notices so long as specified such manager has agreed to be bound by the Borrower Agentprovisions of Sections 4 and 5 of this Agreement insofar as such provisions apply to TLI. Nothing contained in clause (ii) above shall restrict any of the Indenture Trustee, Fortis and/or any Other Lender from instructing any Lessee to return to a specified depot or other location any Securitized Container, Fortis Container or Other Lenders’ Container, respectively, upon the expiration or earlier termination of the related Lease.