Common use of Establishment of Collateral Account Clause in Contracts

Establishment of Collateral Account. For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent shall at all times during the term of this Security Agreement maintain a segregated non-interest bearing trust account in the name of and under the control of the Collateral Agent on behalf of the Secured Parties (said account being herein called the “Collateral Account”, the operation of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the Issuer, the Collateral Agent and the Depositary that there shall be deposited in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of the Depositary Agreement or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies at any time and from time to time received by or on behalf of the Issuer, and required by the terms of this Security Agreement, or any related document to be deposited in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf of the Secured Parties.

Establishment of Collateral Account. For (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement, a restricted deposit account designated “Constar International, Inc. Collateral Account”. Each Grantor shall to the extent contemplated by this Agreement, the Credit Agreement, the Collateral Sharing Agreement or in any other Loan Document, deposit into the Collateral Account from time to time (A) the Net Proceeds of any of the Collateral (as defined in the Credit Agreement for the purposes of this Security Article VI), including pursuant to any disposition thereof, (B) the Net Proceeds of any Taking or Destruction with respect to Collateral, (C) any cash in respect of any Collateral to which the Collateral Agent is entitled pursuant to any Loan Documents and (D) any cash such Grantor is required to pledge as additional collateral security pursuant to any Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom and to the extent Grantor is not required to repay debt under the Credit Agreement and the Depositary Agreementor any other Loan Documents, the Collateral Agent shall at all times within three (3) Business Days of receiving a request of the applicable Grantor for release of cash proceeds on deposit in the Collateral Account constituting (A) the Net Proceeds of any of the Collateral, including pursuant to any disposition thereof, (B) the Net Proceeds of any Taking or Destruction with respect to Collat- eral and (C) any cash in respect of any Collateral to which the Collateral Agent is entitled pursuant to any Loan Documents, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Grantor, so long as such Grantor has satisfied the conditions relating thereto set forth in subsection 6.02. At any time following the occurrence and during the term continuance of this Security Agreement maintain a segregated non-interest bearing trust account an Event of Default, the Collateral Agent may (and, if instructed by the Requisite Obligees as specified in the Collateral Sharing Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in the Collateral Sharing Agreement. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Permitted Investments as the applicable Grantor (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Permitted Investments shall be held in the name of and be under the control of the Collateral Agent on behalf (or any sub-agent); provided, that at any time after the occurrence and during the continuance of the Secured Parties (said account being herein called the “Collateral Account”, the operation an Event of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the IssuerDefault, the Collateral Agent and may (and, if instructed by the Depositary that there shall be deposited Requisite Obligees as specified in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Sharing Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(bshall) of the Depositary Agreement in its (or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (btheir) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies discretion at any time and from time to time received by elect to liquidate any such Permitted Investments and to apply or on behalf cause to be applied the proceeds thereof to the payment of the Issuer, and required by Obligations in the terms of this Security Agreement, or any related document to be deposited manner specified in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf of the Secured PartiesSharing Agreement.

Establishment of Collateral Account. For purposes (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the name of the Collateral Agent and pursuant to a control agreement, a restricted deposit account designated “LifePoint Hospitals, Inc. Collateral Account” (the “Collateral Account”). Each Pledgor shall deposit into the Collateral Account from time to time all amounts required to be deposited in the Collateral Account by this Security Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. (b) The balance from time to time in the Depositary AgreementCollateral Account shall constitute part of the Collateral and shall not constitute payment of the Secured Obligations until applied in the manner specified in Section 9 hereof. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9 hereto. (c) Amounts on deposit in the Collateral Account shall at all times be invested from time to time in Permitted Investments as the applicable Pledgor (or, after the occurrence and during the term continuance of this Security Agreement maintain a segregated non-interest bearing trust account an Event of Default, the Collateral Agent) shall determine, which Permitted Investments shall be held in the name of the applicable Pledgor and be under the control of the Collateral Agent on behalf (or any subagent); provided that at any time after the occurrence and during the continuance of the Secured Parties (said account being herein called the “Collateral Account”, the operation an Event of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the IssuerDefault, the Collateral Agent and the Depositary that there shall be deposited may in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of the Depositary Agreement or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies its discretion at any time and from time to time received by elect to liquidate any such Permitted Investments and to apply or on behalf of the Issuer, and required by the terms of this Security Agreement, or any related document cause to be deposited in applied the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant proceeds thereof to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf payment of the Secured PartiesObligations.

Establishment of Collateral Account. For (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the name of the Collateral Agent and pursuant to a Control Agreement, a restricted deposit account designated “Constar International, Inc. Collateral Account”. Each Grantor shall to the extent contemplated by this Agreement, the Credit Agreement, the Collateral Sharing Agreement or in any other Loan Document, deposit into the Collateral Account from time to time (A) the Net Proceeds of any of the Collateral (as defined in the Credit Agreement for the purposes of this Security Article VI), including pursuant to any disposition thereof, (B) the Net Proceeds of any Taking or Destruction with respect to Collateral, (C) any cash in respect of any Collateral to which the Collateral Agent is entitled pursuant to any Loan Documents and (D) any cash such Grantor is required to pledge as additional collateral security pursuant to any Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom and to the extent Grantor is not required to repay debt under the Credit Agreement and the Depositary Agreementor any other Loan Documents, the Collateral Agent shall at all times within three (3) Business Days of receiving a request of the applicable Grantor for release of cash proceeds on deposit in the Collateral Account constituting (A) the Net Proceeds of any of the Collateral, including pursuant to any disposition thereof, (B) the Net Proceeds of any Taking or Destruction with respect to Collateral and (C) any cash in respect of any Collateral to which the Collateral Agent is entitled pursuant to any Loan Documents, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Grantor, so long as such Grantor has satisfied the conditions relating thereto set forth in subsection 6.02. At any time following the occurrence and during the term continuance of this Security Agreement maintain a segregated non-interest bearing trust account an Event of Default, the Collateral Agent may (and, if instructed by the Requisite First Lien Lenders as specified in the Collateral Sharing Agreement, or the Requisite Term C Lenders, as applicable, in accordance with the Intercreditor Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in the Collateral Sharing Agreement, subject to the terms of the Intercreditor Agreement. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Permitted Investments as the applicable Grantor (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Permitted Investments shall be held in the name of and be under the control of the Collateral Agent on behalf (or any sub-agent); provided, that at any time after the occurrence and during the continuance of the Secured Parties (said account being herein called the “Collateral Account”, the operation an Event of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the IssuerDefault, the Collateral Agent and may (and, if instructed by the Depositary that there shall be deposited Requisite First Lien Lenders as specified in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Sharing Agreement, to or the extent not required to repay any advances made by Requisite Term C Lenders, as applicable, in accordance with the Depositary pursuant to Section 2(b) of the Depositary Agreement or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Intercreditor Agreement, shall) in its (bor their) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies discretion at any time and from time to time received by elect to liquidate any such Permitted Investments and to apply or on behalf cause to be applied the proceeds thereof to the payment of the IssuerObligations in the manner specified in the Collateral Sharing Agreement, and required by subject to the terms of this Security the Intercreditor Agreement, or any related document to be deposited in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf of the Secured Parties.

Establishment of Collateral Account. For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent shall at all times during the term of this Security Agreement maintain in the State of New York, a segregated special purpose, segregated, non-interest bearing trust account in the name of and under the control of the Collateral Agent on behalf of the Secured Parties as a general collateral account (said account being herein called the “Collateral Account”, the ” and being identified as Account No. 38432). The operation of which the Collateral Account shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the Issuer, the Collateral Agent and the Depositary that there shall be deposited in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of in accordance with the Depositary Agreement or Agreement, maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date date of issuance of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, and all Principal Prepayments in full, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (ih) any and all monies at any time and from time to time received by or on behalf of the Issuer, and required by the terms of this Security Agreement, or any related document to be deposited in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account Account, and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged AccountsCollateral Account, the Payment AccountsReserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, the Extended Notes Distribution Account and the accounts established pursuant to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer Issuer, the Indenture Trustee, and the Depositary immediate notice if the Collateral Account, the Reserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, any Pledged Account account established pursuant to the Indenture, or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of to which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts Collateral Account, the Reserve Fund, any account established pursuant to the Indenture, or the Allocated Expenses Account, and shall have no right to impose a lien on the any Pledged Account such account other than on behalf of the Secured Parties.

Establishment of Collateral Account. For (a) On the Original Effective Date, the Collateral Agent was authorized to establish, and has since such date maintained at its office at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the name of the Collateral Agent, a restricted deposit account designated “Crown Cork & Seal Company, Inc. Collateral Account”. Each Grantor shall, to the extent contemplated by this Agreement, the Credit Agreement, the Indentures, the U.S. Intercreditor Agreement or in any other Financing Document, deposit into the Collateral Account from time to time (A) the Net Proceeds of any of the Collateral (as defined in the Credit Agreement for the purposes of this Security Article VI), including pursuant to any disposition thereof (the “Collateral Proceeds”), (B) the Net Proceeds of any Taking or Destruction with respect to Collateral to the extent required to be deposited in the Collateral Account pursuant to Section 2.05(d)(iii) of the Credit Agreement (the “Destruction Proceeds”), (C) any cash in respect of any Collateral to which the Collateral Agent is entitled pursuant to this Agreement, the Credit Agreement, or any other Financing Document (the “Other Proceeds”) and (D) any cash such Grantor is required to pledge as additional collateral security pursuant to any Financing Documents. (b) The balance from time to time in the Depositary AgreementCollateral Account shall constitute part of the Collateral (as defined herein) and shall not constitute payment of the Obligations until applied as hereinafter provided. (c) [Reserved]. (d) So long as no Default or Event of Default has occurred and is continuing or will result therefrom and to the extent Grantor is not required to repay Obligations under any Financing Documents, the Collateral Agent shall at all times within three (3) Business Days of receiving a request of the applicable Grantor for release of cash proceeds constituting Collateral Proceeds, Destruction Proceeds or Other Proceeds, release such cash proceeds; provided that the Collateral Agent shall be satisfied that the conditions relating the release thereof set forth in Section 2.05 of the Credit Agreement and Section 4.11 of each Indenture have been satisfied. (e) At any time following the occurrence and during the term continuance of this Security Agreement maintain a segregated non-interest bearing trust account an Event of Default, the Collateral Agent may (and, if instructed by the Requisite Obligees as specified in the U.S. Intercreditor Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding under the Collateral Account to the payment of the Obligations in the manner specified in the U.S. Intercreditor Agreement. (f) Amounts on deposit in the Collateral Account shall be invested from time to time in Permitted Investments (as defined in each Financing Document) as the applicable Grantor (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Permitted Investments shall be held in the name of and be under the control of the Collateral Agent on behalf (or any sub-agent); provided that, at any time after the occurrence and during the continuance of the Secured Parties (said account being herein called the “Collateral Account”, the operation an Event of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the IssuerDefault, the Collateral Agent and may (and, if instructed by the Depositary that there shall be deposited Requisite Obligees as specified in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary U.S. Intercreditor Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(bshall) of the Depositary Agreement in its (or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (btheir) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies discretion at any time and from time to time received by elect to liquidate any such Permitted Investments and to apply or on behalf cause to be applied the proceeds thereof to the payment of the Issuer, and required by the terms of this Security Agreement, or any related document to be deposited Obligations in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit manner specified in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf of the Secured PartiesU.S. Intercreditor Agreement.

Establishment of Collateral Account. For (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 390 Greenwich Street, New York, New York 10013, in the name xx xxx Xxxxxxxxxx Xxxxx, x xxxxxxxxxx xxxxxxt account designated "Crown Cork & Seal Company, Inc. Collateral Account". On the Effective Date, Crown Holdings shall cause the Borrowers to deposit the proceeds of the Term B Dollar Loans and the Revolving Dollar Loans not applied to refinance the Refinanced Public Debt or repay the Existing Credit Agreement on the Effective Date (the "Initial Proceeds") into the Collateral Account pursuant to Section 5.13 of the Credit Agreement. In addition, each Grantor shall, to the extent contemplated by this Agreement, the Credit Agreement, the Indentures, the U.S. Intercreditor Agreement or in any other Financing Document, deposit into the Collateral Account from time to time (A) the Net Proceeds of any of the Collateral (as defined in the Credit Agreement for the purposes of this Security Agreement Article VI), including pursuant to any disposition thereof (the "Collateral Proceeds"), (B) the Net Proceeds of any Taking or Destruction with respect to Collateral to the extent required to be deposited in the Collateral Account pursuant to Section 2.05(d)(iv) (the "Destruction Proceeds"), (C) any cash in respect of any Collateral to which the Collateral Agent is entitled pursuant to this Agreement, the Credit Agreement, or any other Financing Document (the "Other Proceeds") and (D) any cash such Grantor is required to pledge as additional collateral security pursuant to any Financing Documents. (b) The balance from time to time in the Depositary AgreementCollateral Account shall constitute part of the Collateral (as defined herein) and shall not constitute payment of the Obligations until applied as hereinafter provided. (c) The Collateral Agent shall within three (3) Business Days of receiving a request of the applicable Grantor for release of cash proceeds constituting Initial Proceeds, release such cash proceeds, provided that (i) the Collateral Agent shall release such Initial Proceeds on deposit in the Collateral Account to or for the benefit of the representative, trustee, tender agent or individual holder of the applicable Refinanced Public Debt being repaid or retired (whether through voluntary repayment, purchase, repurchase, redemption or defeasance) as directed by the Grantors upon receipt of an Officers' Certificate certifying that no Default or Event of Default has occurred and is continuing or will result from the release of such Initial Proceeds and instructing the Collateral Agent to release such Initial Proceeds to or at the direction of such representative, trustee, agent or individual holder and representing that such Initial Proceeds shall be immediately applied to repay or retire such Refinanced Public Debt, and (ii) the Collateral Agent shall not at such time have received a notice from any Secured Party of the existence of any "Default" or "Event of Default" (as defined in each Financing Document). (d) So long as no Default or Event of Default has occurred and is continuing or will result therefrom and to the extent Grantor is not required to repay Obligations under any Financing Documents, the Collateral Agent shall at all times within three (3) Business Days of receiving a request of the applicable Grantor for release of cash proceeds constituting Collateral Proceeds, Destruction Proceeds or Other Proceeds, release such cash proceeds; provided that the Collateral Agent shall be satisfied that the conditions relating the release thereof set forth in Section 2.05 of the Credit Agreement and Section 4.11 of each Indenture have been satisfied. (e) At any time following the occurrence and during the term continuance of this Security Agreement maintain a segregated non-interest bearing trust account an Event of Default, the Collateral Agent may (and, if instructed by the Requisite Obligees as specified in the U.S. Intercreditor Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding under the Collateral Account to the payment of the Obligations in the manner specified in the U.S. Intercreditor Agreement. (f) Amounts on deposit in the Collateral Account shall be invested from time to time in Permitted Investments (as defined in each Financing Document) as the applicable Grantor (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Permitted Investments shall be held in the name of and be under the control of the Collateral Agent on behalf (or any sub-agent); provided that, at any time after the occurrence and during the continuance of the Secured Parties (said account being herein called the “Collateral Account”, the operation an Event of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the IssuerDefault, the Collateral Agent and may (and, if instructed by the Depositary that there shall be deposited Requisite Obligees as specified in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary U.S. Intercreditor Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(bshall) of the Depositary Agreement in its (or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (btheir) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies discretion at any time and from time to time received by elect to liquidate any such Permitted Investments and to apply or on behalf cause to be applied the proceeds thereof to the payment of the Issuer, and required by the terms of this Security Agreement, or any related document to be deposited Obligations in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit manner specified in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf of the Secured PartiesU.S. Intercreditor Agreement.

Establishment of Collateral Account. etc. For purposes of this Security the Liquidity Agreement, the A Support Reimbursement Agreement, the B Support Letter of Credit Reimbursement Agreement and the Depositary Agreement, the Collateral Agent shall at all times during the term of this Security Collateral Agreement maintain at a segregated non-interest bearing trust U.S. branch or agency of Credit Suisse (i) a demand deposit account in for the name of and under the control of the Collateral Agent on behalf benefit of the Secured Parties (said account being herein called the “"Collateral Accounts and being identified as Account No. 360821-03), (ii) a demand deposit account for the benefit of the Secured Parties (said account being herein called the "Termination Advance Account”" and being identified as Account No. 360821-05) and (iii) a demand deposit account for the Liquidity Lenders and the Liquidity Agent (said account being herein called the "Liquidity Lender Account" and being identified as Account No. 36-0821-02), the operation of each of which shall be governed by this Article VIV (the Collateral Account, the Termination Advance Account and the Liquidity Lender Account are collectively referred to herein as the "Accounts" ). The Collateral Account shall ; provided, however, if at all times any time the short-term credit rating of the Agent from S&P and Moodx'x xxxll be an Eligible Accountreduced below A-1 or P-1, respectively, the Agent shall, within 30 days of such reduction, convert each of the Accounts to a segregated trust account in the corporate trust department of a financial institution. It is understood and agreed by the Issuer, the Collateral Agent NFC and the Depositary Secured Parties that on any Business Day there shall be deposited in the Collateral Account the following monies, instruments, cash and proceedsproceeds received by the Agent or NFC at any time and from time to time: (a) from the net proceeds Depositary from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of the Depositary Agreement or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Commercial Paper Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by from the Master Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Master Collateral Account (including, without limitation, interest on the Eligible Investments)Agency Agreement, (c) all monies received by or on behalf of the Issuer from National under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments Vehicles in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loanaccordance with Section 4.03(b) hereof, (e) all monies required to be transferred to any other proceeds of the Collateral Account from the Collection Account, including principal and interest payments on Mortgage LoansAssigned Collateral, (f) all monies received by or on behalf of from the Issuer under the Interest Rate SwapsFronting Credit Enhancers as LOC Liquidity Disbursements, (g) all monies received by or on behalf of the Issuer from the sale of Term NotesFronting Credit Enhancers as LOC Credit Disbursements, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, Cash Collateral Accounts pursuant to Section 5.09 and (i) any and all monies at any time and from time to time received by or on behalf of the IssuerNFC, and required by the terms of this Security Collateral Agreement, the Loan Agreement, the Master Collateral Agency Agreement, the Repurchase Programs or any related document other Related Document to be deposited in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf of the Secured Parties.

Establishment of Collateral Account. For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent shall at all times during the term of this Security Agreement maintain in the State of New York, a segregated special purpose, segregated, non-interest bearing trust account in the name of and under the control of the Collateral Agent on behalf of the Secured Parties as a general collateral account (said account being herein called the “Collateral Account”, the ” and being identified as Account No. 38432). The operation of which the Collateral Account shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the IssuerCompany, the Collateral Agent and the Depositary that there shall be deposited in the Collateral Account the following monies, cash and proceeds, to the extent the next following two paragraphs do not specify to the contrary: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer Company pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of in accordance with the Depositary Agreement or Agreement, maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date date of issuance of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer Company in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer Company under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer Company as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price repurchase price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer Company under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated NotesTotal Return Swap, and (ig) any and all monies at any time and from time to time received by or on behalf of the IssuerCompany, and required by the terms of this Security Agreement, or any related document to be deposited in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account Account, and the Issuer Company hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer Company and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged AccountsCollateral Account, the Payment AccountsReserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, the Extended Notes Distribution Account, and the accounts established pursuant to the IndentureMarket Value Reserve Account, the Issuer Company agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer Company and the Depositary immediate notice if any Pledged Account the Collateral Account, the Market Value Reserve Account, the Reserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of to which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts Collateral Account, the Reserve Fund, the Allocated Expenses Account or the Market Value Reserve Account, and shall have no right to impose a lien on the any Pledged Account such account other than on behalf of the Secured Parties.