Common use of Proceeds Accounts Clause in Contracts

Proceeds Accounts. Each Grantor hereby agrees that it shall pay or cause to be paid to the Collateral and Intercreditor Agent, and the Collateral and Intercreditor Agent agrees that it shall deposit in a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.4, the “Proceeds Account”), established with the Securities Intermediary pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Proceeds Account), any Net Cash Proceeds received by the Collateral and Intercreditor Agent pursuant to any Collateral Asset Sale or any amounts required to be deposited therein pursuant to any Collateral Document; provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Proceeds Account, if necessary to receive funds in such other currency prior to conversion). All monies held on deposit in any Proceeds Account shall constitute part of the Collateral; provided, that, notwithstanding anything to the contrary in this Agreement, unless and until the Collateral and Intercreditor Agent has received written notice from any Voting Creditor Representative that a Collateral Event of Default has occurred and is continuing (and the Collateral and Intercreditor Agent has not received notice of the cessation of such Collateal Event of Default), the Collateral and Intercreditor Agent shall release amounts on deposit in any Proceeds Account as directed in writing by the Company, which written notice shall be accompanied by an Officer’s Certificate certifying that the release and application of such amounts is permitted by the terms of each of the Voting Creditor Documents and is made in accordance with the terms, to the extent applicable, of the Voting Creditor Documents (including, without limitation, for application towards any repayment of Secured Obligations of any Secured Party or Parties as permitted under the terms of the applicable Voting Creditor Documents, including pursuant to any Asset Sale Offer). Upon any such release, any Lien on the amount so released, granted to or held by the Collateral and Intercreditor Agent shall be automatically released without any further act on the part of

Proceeds Accounts. (a) Each Grantor hereby agrees that Obligor shall procure that: (i) all Rental Income; (ii) any amount received in connection with any Disposal permitted by Clause 15.2 (Disposals); (iii) any proceeds of a claim under any Insurance Policy; (iv) any proceeds of any compulsory purchase order referred to in Clause 17.5(i) (Compulsory purchase); (v) all amounts payable to it shall pay (not otherwise paid directly to the Facility Agent) under any Hedging Agreement or cause hedging arrangement entered into pursuant to Clauses 15.2(f) (Treasury transactions) and 15.3(g) (Hedging); (vi) any proceeds of any claim made in respect of the matters referred to in the Obligors Power of Attorney; and (vii) any other income of any nature whatsoever other than: (A) any amounts to be paid into the Equity Drawdown Account, the Debt Drawdown Account or a Disbursement Account in accordance with Clause 16.2 (Equity and Debt Drawdown Accounts); (B) (in the case of the Luxco Borrower) any amounts drawn under the Shurgard Europe Short Term Working Capital Facility Agreement which amounts shall be paid into the Debt Drawdown Account; and (C) any amount lent in accordance with Clause 15.1(j) (Funds flow and intercompany loans) pursuant to the Collateral Intercompany Loan Agreements and Intercreditor Agent, and any interest on such amounts (which shall be paid into the Collateral and Intercreditor Agent agrees that it shall deposit in a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.4, Disbursement Account of the “Proceeds Account”relevant Obligor), established with the Securities Intermediary pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral are paid directly and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed immediately into a Proceeds Account), any Net Cash Proceeds . (b) Where an amount referred to in paragraph (a) is received by an Asset Company or an Intermediate Company in relation to a particular Property (or a Project situated on a particular Property) such amount shall be paid into the Collateral and Intercreditor Agent pursuant Property Proceeds Account relating to any Collateral that Property (or otherwise into the Master Proceeds Account of the relevant Group Member). (c) Each Asset Sale Company incorporated in France or any amounts required the Netherlands will enter into Sweep Agreements with the relevant Account Banks (in a form approved by the Facility Agent) to be deposited therein pursuant ensure that, where the balance on a Property Proceeds Account is €7,000 or more, an amount equal to any Collateral Document; provided that such balance less €4,000 is automatically transferred to the Collateral and Intercreditor Agent shall convert amounts received in any currency Master Proceeds Account of the relevant Asset Company. (d) Each Asset Company (other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day an Asset Company that is a direct wholly-owned Subsidiary of such conversion (and may open an account, which shall be deemed a Proceeds Account, if necessary to receive funds in such other currency prior to conversion). All monies held on deposit in any Proceeds Account shall constitute part of the Collateral; provided, that, notwithstanding anything to the contrary in this Agreement, unless and until the Collateral and Intercreditor Agent has received written notice from any Voting Creditor Representative Intermediate Company) that a Collateral Event of Default has occurred and is continuing (and the Collateral and Intercreditor Agent has not received notice of the cessation of such Collateal Event of Default), the Collateral and Intercreditor Agent shall release amounts on deposit in any Proceeds Account as directed in writing by the Company, which written notice shall be accompanied by an Officer’s Certificate certifying that the release and application of such amounts is permitted by the terms of each of the Voting Creditor Documents and is made entered into Sweep Agreements in accordance with the terms, paragraph (c) and each Intermediate Company shall enter into such arrangements with and give such instructions to the extent applicablerelevant Account Banks to ensure that: (i) at any time where the balance on a Property Proceeds Account is €20,000 or more (or €7,000 or more while a Default is continuing), an amount equal to such balance less €4,000 is transferred on the same day to the Master Proceeds Account of the Voting Creditor Documents relevant Asset Company or Intermediate Company; and (includingii) notwithstanding paragraph (i), without limitation, for application towards any repayment of Secured Obligations of any Secured Party or Parties as permitted under an amount equal to the terms balance standing to the credit of the applicable Voting Creditor DocumentsProperty Proceeds Account less €4,000 is transferred to the Master Proceeds Account of the relevant Asset Company or Intermediate Company on at least one day in each week. (e) Each Asset Company that has not entered into Sweep Agreements in accordance with paragraph (c) and which is a direct wholly-owned Subsidiary of an Intermediate Company shall enter into such arrangements with and give such instructions to the relevant Account Banks to ensure that: (i) at any time where the balance on a Property Proceeds Account is €20,000 or more (or €7,000 or more while a Default is continuing), including pursuant an amount equal to any Asset Sale Offer). Upon any such release, any Lien balance less €4,000 is transferred on the same day to the Master Proceeds Account of that Intermediate Company; (ii) notwithstanding paragraph (i), an amount so released, granted equal to or held by the Collateral and Intercreditor Agent shall be automatically released without any further act balance standing to the credit of the Property Proceeds Account less €4,000 is transferred to the Master Proceeds Account of that Intermediate Company on the part ofat least one day in each week.

Proceeds Accounts. (a) The Security Agent shall have a pledge in relation to each Proceeds Account. (b) Each Grantor hereby agrees that it shall pay or cause to be paid Borrower must ensure that: (i) any Release Price received as a result from a disposal of its Property other than from an Intended Substitution Disposal; and (ii) excess proceeds standing to the Collateral credit of the Disposal Proceeds Reserve Account in accordance with Clause 17.6(e) and Intercreditor (f); and (iii) all its receipts under any Hedging Arrangement, and (iv) any of the relevant Borrower’s net Utilisation proceeds under this Agreement; are paid directly into its Proceeds Account as soon as possible upon receipt of such proceeds or receipts. (c) If any amount referred to in paragraph (b) above is paid into an Account other than the relevant Proceeds Account, the relevant Borrower shall immediately give notice thereof to the Security Agent and the Borrower shall arrange (subject to the approval of the Security Agent upon receipt of evidence satisfactory to it) for the transfer of such amount into the relevant Proceeds Account. (d) On each Interest Payment Date prior to either an acceleration of the Loans pursuant to Clause 23.17 (Acceleration) or an enforcement of the claims under the Finance Documents and/or any Security Interests under the Security Documents having occurred, each Borrower shall withdraw from, and apply amounts standing to the credit of, its Proceeds Account, to pay in the following order (provided that all obligations of the same order shall be discharged on a pro rata basis and the obligations of any order shall only be discharged after the discharge in full of all obligations of a higher order): (i) first, to the Facility Agent and to the Security Agent, all of the Agents’ fees, costs and expenses due and payable by the Collateral relevant Borrower under the Finance Documents; (ii) second, to the Hedge Counterparty, all scheduled payments (not being payments as a result of termination or closing out) due and Intercreditor Agent agrees that it shall deposit in a Dollar-denominated trust account payable by the relevant Borrower under the Hedging Arrangements; (together with each iii) third, any accrued interest under the Facility as well as fees and costs (other account created than pursuant to this Section 4.4, the “Proceeds Account”), established with the Securities Intermediary pursuant to Section 4.5, or any Peso-denominated account opened (i) above) due and payable by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 relevant Borrower under the Finance Documents; (which account shall be deemed a Proceeds Account)iv) fourth, any Net Cash Proceeds received by the Collateral and Intercreditor Agent pursuant to any Collateral Asset Sale or any amounts required to be deposited therein pursuant to any Collateral Document; (provided that the Collateral and Intercreditor Agent proportional redemption amounts in respect of the Facility shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate be calculated on the day of such conversion (and may open an account, which shall be deemed a Proceeds Account, if necessary to receive funds in such other currency prior to conversion). All monies held on deposit in any Proceeds Account shall constitute part basis of the Collateral; providedaggregate outstanding amount of the Loans under the Facility) pro rata and pari passu, that, notwithstanding anything (aa) to the contrary in this AgreementLenders, unless and until towards the Collateral and Intercreditor Agent has received written notice from any Voting Creditor Representative that a Collateral Event of Default has occurred and is continuing (and the Collateral and Intercreditor Agent has not received notice repayment of the cessation principal of such Collateal Event of Default)the Loans made to the relevant Borrower to the extent due subject to, the Collateral and Intercreditor Agent shall release amounts on deposit in any Proceeds Account as directed in writing by the Companyaccordance with, which written notice shall be accompanied by an Officer’s Certificate certifying that the release and application of such amounts is permitted by the terms of each this Agreement and (bb) to the Hedge Counterparty, any payments (not being payments referred to in subparagraph (v) below) due and payable by the relevant Borrower as a result of termination or closing out due but unpaid under the Hedging Arrangements; (v) fifth, to any termination payments under the Hedging Arrangements of the Voting Creditor Documents relevant Borrower arising from: (A) it becoming illegal for the Hedge Counterparty to comply with its obligations under the Hedging Arrangements; or (B) an event of default relating to the Hedge Counterparty; (vi) sixth, any other amounts due and payable by the relevant Borrower under the Finance Documents; (vii) seventh, any surplus, if so required pursuant to Clause 17.7(b) below, to the Reserve Account of the relevant Borrower; and (viii) eighth, any remaining surplus to the General Account of the relevant Borrower or as otherwise directed by the Obligors’ Agent in accordance with paragraph (f) below. (e) If the credit on the Proceeds Account of a Borrower is insufficient to discharge the obligations of any of the above orders, the other Borrowers, pursuant to Clause 18 (Guarantee and Indemnity), shall be obliged in an amount equal to such shortfall to discharge such obligations from the credit on their respective Proceeds Accounts, such payment to be made on a pari passu basis with the payment obligations of such Borrowers of the same order in the priority of payments set out above. (f) After the application of funds pursuant to paragraph (d)(i) through (vii) above, on each Interest Payment Date (or such earlier date as the Obligors’ Agent may specify in accordance with the termsterms of this Agreement), the relevant Borrower shall withdraw from, and apply amounts standing to the credit of the relevant Proceeds Account (subject to the approval of the Security Agent upon receipt of evidence satisfactory to it) in the following order: (i) first, to the extent applicable, Facility Agent for the account of the Voting Creditor Documents (including, without limitation, for application towards any repayment of Secured Obligations relevant Finance Parties of any Secured Party or Parties as permitted accrued interest, Break Costs and fees due from the relevant Borrower but unpaid under the terms Finance Documents; (ii) second, an amount equal to the Release Price in respect of the applicable Voting Creditor Documents, including pursuant to any Asset Sale Offer). Upon any such release, any Lien on the amount so released, granted to or held Property disposed of by the Collateral and Intercreditor Agent shall be automatically released without relevant Borrower plus any further act on amounts due from the part ofrelevant Borrower as a result of termination or closing out under all its Hedging Arrangements as follows:

Proceeds Accounts. Each Grantor hereby agrees (a) RPM (in its capacity as shareholder of Holdco and insofar as it is possible for it to so procure, having regard to its rights as shareholder contained, inter alia, in the Holdco Shareholders Agreement) and each Obligor, shall procure that it shall pay all proceeds from: (i) any utilisation of or cause advance under the Opco Funding Loan Agreement or Opco Shareholder Loan Agreement (as the case may be); (ii) any payment due under the Sale of Concentrate Agreement; (iii) any payment made or to be paid made by RPM or the Parent (as the case may be) to the Collateral and Intercreditor Agent, and the Collateral and Intercreditor Agent agrees that it shall deposit in a Dollar-denominated trust account (together with each other account created Opco pursuant to this Section 4.4, the “Proceeds Account”clause 18.13(a) (Operating expenses taxes etc) or clause 18.14 (RPM Cure Rights), established with the Securities Intermediary pursuant ; and (iv) any payment made to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Proceeds Account), any Net Cash Proceeds received by the Collateral and Intercreditor Agent pursuant to any Collateral Asset Sale or any amounts required to be deposited therein pursuant to any Collateral Document; provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Proceeds Account, if necessary to receive funds in such other currency prior to conversion). All monies held on deposit in any Proceeds Account shall constitute part of the Collateral; provided, that, notwithstanding anything to the contrary in this Agreement, unless and until the Collateral and Intercreditor Agent has received written notice from any Voting Creditor Representative that a Collateral Event of Default has occurred and is continuing (and the Collateral and Intercreditor Agent has not received notice of the cessation of such Collateal Event of Default), the Collateral and Intercreditor Agent shall release amounts on deposit in any Proceeds Account as directed in writing by the Company, which written notice shall be accompanied by an Officer’s Certificate certifying that the release and application of such amounts is permitted by the terms of each of the Voting Creditor Documents and is made Opco in accordance with the termsterms of any other Transaction Document, is paid directly into the Opco Business Account. (b) RPM (in its capacity as shareholder of Holdco and insofar as it is possible for it to so procure, having regard to its rights as shareholder contained, inter alia, in the extent applicableHoldco Shareholders Agreement) and each Obligor, shall procure that all proceeds from: (i) any utilisation of or advance under the Voting Creditor Documents Holdco Funding Loan Agreements; (including, without limitation, for application towards ii) any repayment of Secured Obligations of principal or interest under the Opco Funding Loan Agreement; (iii) any Secured Party dividends or Parties redemption amounts paid under the Holdco Opco A Preference Share Subscription Agreement; (iv) any payment due to Holdco under the Umbrella Services Agreement and/or the Service(s) Agreements; SCB66 Global Intercreditor Agreement Execution Version (12062009).doc 84 (v) any payment made or to be made by RPM or the Parent (as permitted under the case may be) to Holdco pursuant to clause 18.13(b) (Operating expenses taxes etc); and (vi) any payment made to Holdco in accordance with the terms of any other Transaction Document, is paid directly into the applicable Voting Creditor Documents, including Holdco Business Account. (c) Each Obligor shall procure that all proceeds from any payment made or to be made by the Parent to the Borrower pursuant to clause 18.13(a) (Operating expenses taxes etc) or by RPM to the Borrower under the RPM Standby Facility Agreement or the RPM Operating Cash Flow Shortfall Facility Agreement (including any Asset Sale Offer). Upon any such releaseadvance thereunder) is paid directly into the Borrower Proceeds Account. (d) RPM (in its capacity as shareholder of Holdco and insofar as it is possible for it to so procure, any Lien on having regard to its rights as shareholder contained, inter alia, in the amount so released, granted Holdco Shareholders Agreement) and each Obligor shall procure that: (i) the balance standing to or held by the Collateral and Intercreditor Agent credit of the Opco Business Account shall be automatically released without any further act on applied for the part ofpurposes, and in the order of priority, set out in this Agreement; and (ii) the balance standing to the credit of the Holdco Business Account shall be applied for the purposes, and in the order of priority, set out in this Agreement. (e) Each Obligor shall procure that the balance standing to the credit of the Borrower Proceeds Account shall be applied for the purposes, and in the order of priority, set out in this Agreement.