Common use of Collateral Account Clause in Contracts

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized In the event that the Threshold applicable to establish Party A has been reduced to zero, Party A shall open and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇a segregated account with the Custodian, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in titled as an account of Party A as depositor and entitlement holder (such segregated account the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”). Each Credit The Collateral Account shall be subject to a tri-party account control agreement to be entered into among Party A, Party B, and the Custodian (the “Control Agreement”). The Control Agreement shall deposit into provide, among other customary matters, that (x) Party A shall be entitled to originate entitlement orders and instructions, and receive interest and distributions, with respect to the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) so long as Party B has not delivered a notice to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral Custodian and Party A to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit effect that Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account B 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from have exclusive control over the Collateral Account, remit (y) following delivery of such cash proceeds notice of exclusive control the Custodian shall comply with instructions and entitlement orders originated by Party B without further consent by Party A, and (z) the Control Agreement shall terminate on deposit the fifth business day following delivery of a notice from Party A to the Custodian and Party B that Party A has designated an Early Termination Date in respect of all Transactions for the reason that Party B is the Defaulting Party or the sole Affected Party with respect to a Termination Event, unless such notice is contested by Party B within such period of five business days. Party B agrees that it shall not assert exclusive control over, or originate entitlement orders or instructions for the disposition of funds with respect to, the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied unless the conditions relating thereto set forth in Section 9.02, (iifor the exercise of its rights and remedies pursuant to Paragraph 8(a) Net Cash Proceeds from any sale are met and such assertion of exclusive control or other disposition origination of Collateral from instructions or entitlement orders is for the Collateral Account, remit purpose of exercising such cash proceeds on deposit in rights and remedies. Upon the Collateral Account, so long as such Credit written request of either Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (A or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that B at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision execution of this Credit Support Annex, Party A and Party B shall use their reasonable best efforts to negotiate and enter into a Control Agreement requiring such cover shall be held by with the Collateral Agent Custodian that satisfies the criteria described in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).this Paragraph 13(l)(i) and otherwise is reasonably acceptable to Party A and Party B.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, in accordance with Section 8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the “Aggregate Available Amount”) equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. In the event a Letter of Credit is denominated in a currency other than Dollars, the Collateral Agent shall, within one Business Day’s portion of receiving a request the Aggregate Available Amount related to such Letter of Credit shall be calculated based upon the applicable Exchange Rate for such currency as of the applicable Credit Party date of determination. If for release of cash proceeds constituting (i) Net Cash Proceeds from any reason the aggregate amount delivered by Company for deposit in the Collateral AccountAccount as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the “Maximum Available Amount”) to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account an amount described above, Secured Party shall apply the amount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “FTD, Inc. Collateral Account” (the “Collateral Account”). Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or or, except as expressly set forth herein, otherwise receive any funds deposited in into the Collateral Account. Notwithstanding the foregoing, amounts deposited by Company into the Collateral Account except pursuant to subsection 3.3E of the Credit Agreement shall be released to Company upon satisfaction of the conditions specified in such subsection. Anything contained herein to the extent specifically provided herein. (c) Amounts on deposit contrary notwithstanding, the Collateral Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after the occurrence and during the continuance initiating a transfer of an Event of Default, funds to the Collateral Agent) Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Collateral Account shall determine, which Cash Equivalents not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the name Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and be under the control terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) cash in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be deposited directly in, and held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “Quidel Corporation Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the occurrence Collateral Account, give notice to Secured Party by telefacsimile or E-mail (if and during when confirmed by telephone) of the continuance date, amount and method of an Event delivery of Defaultsuch deposit. Cash held by Secured Party in the Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that Borrower is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 15(c) of this Agreement shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. Secured Party is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of Credit under any provision Section 15(c) of this Agreement requiring and the Credit Agreement, if any such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Borrower or at Borrower’s direction.

Collateral Account. (a) BP, prior to the initial date on which a Direct Transaction or Credit-Enabled Transaction is effected, shall establish a non-interest bearing deposit account (the “Collateral Account”) with the applicable Account Bank, and in respect of which employees of BP are identified as account administrators. The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Account shall be in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”BP. Each Credit Party BP shall deposit into cause the Collateral Account to be, and the Collateral Account shall be, separate from time all other accounts held by or under the control or dominion of BP or any other Person. BP shall provide IDT a schedule of fees associated with the Collateral Account, and BP shall promptly notify IDT in writing of any changes to time such fees occurring after the Closing Date. The Deposit Account Control Agreement entered into with respect to the Collateral Account shall (i) the cash proceeds permit an authorized representative of any of the Collateral (including pursuant IDT to any disposition thereof) provide payment instructions to the extent contemplated herein or applicable Account Bank on any Business Day to make payments in any other Loan Documentthe manner specified in Section 10.4, and (ii) expressly state that no funds may be disbursed from the cash proceeds Collateral Account without the written authorization of any Casualty Event with respect an authorized representative of BP. Such Deposit Account Control Agreement shall provide that if IDT fails to Collateral submit payment instructions timely to the extent contemplated herein or Account Bank and such payment instructions are related to undisputed amounts due, then the Account Bank shall make disbursements as directed in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to writing by the Loan Documentsauthorized representative of BP. (b) The balance from time financial assets and other property and balances credited to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Obligation until applied thereto as hereinafter providedprovided in this Agreement and the other Transaction Documents. So long as no Event of Default has occurred Notwithstanding anything to the contrary contained in any Transaction Document, IDT shall be responsible solely for all fees and is continuing or will result therefrom, service charges relating to the Collateral Agent shallAccount and BP may invoice IDT for any such fee or service charge. (c) BP shall deliver or cause to be delivered to IDT as soon as practicable after the end of each calendar month following the Effective Date, within one Business Day’s of receiving a request copies of the applicable Credit Party account statements for release the Collateral Account for such month. Such account statements shall indicate deposits, credits and transfers, and closing balances. BP shall provide any additional information or reports relating to the Collateral Account and the transactions therein reasonably requested from time to time by IDT. (d) Each reference herein to funds held in the Collateral Account shall be deemed to be a reference to the aggregate amount of cash proceeds constituting U.S. Dollars credited to the Collateral Account on the date of determination. If the Account Bank makes an error in the amount transferred from (ior to) Net Cash Proceeds from the Collateral Account, remit the Parties shall take prompt action, in good faith, to reconcile and correct any such errors. Table of Contents (e) If, following the delivery of the cash proceeds flow projections by IDT to BP pursuant to Section 8.2(h), BP determines that its financial exposure for the following month based on its supply to IDT of Energy and Natural Gas under this Agreement and the Related Agreements exceeds the projected cashflow into the Collateral Account for the following month, BP shall notify IDT of such deficiency. IDT may elect to not receive or, if requested by BP, shall not receive any portion of the distribution of funds on deposit in the Collateral Account on the next Monthly Distribution Date pursuant to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein10.4(v). (cf) Amounts on IDT may deliver funds to BP for deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under at any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)time during normal business hours.

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “Hexcel Corporation Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the occurrence Collateral Account, give notice to Secured Party by telefacsimile of the date, amount and during method of delivery of such deposit. Cash held by Secured Party in the continuance Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of an Event the Board of DefaultGovernors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that Company is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 15(c) of this Agreement shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. Secured Party is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of Credit under any provision Section 15(c) of this Agreement requiring and the Credit Agreement, if any such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Company or at Company’s direction.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of the Collateral required to be delivered to the Agent pursuant to any provision of this Agreement. Any income received by the Agent with respect to the balance from time to time of the Collateral (Account, including pursuant to any disposition thereof) interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to paragraph (c) of this Section shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if so instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein6. (c) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after Borrower shall determine on behalf of the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determineGrantor which deposited such amounts, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that that, at any time after the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof.6. In order to provide the Agent, for the benefit of the Banks, with a perfected security interest therein, each Liquid Investment shall be either: (di) Amounts deposited into evidenced by negotiable certificates or instruments, or if non-negotiable then issued in the Collateral Account as cover for liabilities name of the Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Agent or an agent thereof (which shall not be the Grantor or any of its Affiliates) in respect the State of Letters of Credit under any provision of this Agreement requiring such cover shall be held Texas; or (ii) in book-entry form and issued by the Collateral Agent United States and subject to pledge under applicable state law and treasury regulations and as to which (in a separate sub-account designated as the “LC Sub-Account” (opinion of counsel to the “LC Sub-Account”)Agent) appropriate measures shall have been taken for perfection of the security interests.

Collateral Account. (a) The In accordance with this Agreement and the Account Control Agreement, the Collateral Agent has established at the Custodian a single, segregated securities account together with a related deposit account and titled the “TCW DL VII Financing LLC Collateral Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collateral Account”, which shall be maintained by the Borrower with the Custodian in accordance with this Agreement and the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. All Collateral Obligations shall be credited to the Collateral Account; provided, however, (i) it is hereby authorized expressly acknowledged that (A) interests in bank loans (collectively “Loan Assets” and each a “Loan Asset”) may be acquired by the Borrower from time to establish time which are not evidenced by, or accompanied by delivery of, a Security (as defined in Section 8-102(15) of the UCC) or an Instrument (as defined in Section 9-102(47) of the UCC), and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇may be evidenced solely by delivery to the Custodian of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) evidencing the assignment of such Loan Assets from the Fund or any third party owner thereof to the Borrower and from the Borrower in blank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and (B) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Collateral Agent Custodian, and pursuant (ii) nothing herein shall require the Custodian to a Control Agreement (credit to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time or to time treat as a financial asset (iwithin the meaning of Section 8-102(a)(9) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iiiUCC) any cash such Credit Party is required Loan Asset or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) “maintain” a sufficient quantity thereof. The balance only permitted withdrawals from time to time in the Collateral Account shall constitute part be in accordance with the provisions of this Agreement. The Collateral Agent agrees to give the Borrower and the Collateral Manager prompt notice if (to the actual knowledge of a Responsible Officer 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (iAgent) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale assets or other disposition of Collateral from the Collateral Account, remit such cash proceeds securities on deposit in the Collateral Accounttherein, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding otherwise to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, shall become subject to the provisions any writ, order, judgment, warrant of Sections 2.18(j) and 9.03attachment, execution or similar process. The Credit Parties Borrower shall not have no right to withdrawany legal, transfer equitable or otherwise receive any funds deposited beneficial interest in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit other than in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultaccordance with this Agreement, the Collateral Agent) shall determine, which Cash Equivalents shall be held in other Facility Documents and the name and be under the control Priority of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofPayments. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Administrative Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Atlantic Broadband Finance, LLC — Collateral Account”” with respect to which the Administrative Agent shall at all times have “control” (as defined in Section 9-104 of the UCC). Each Credit Party shall (subject to the limitations set forth in the definition of Net Proceeds and subsection 8.5) deposit into the Collateral Account from time to time (iA) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Credit Document, (iiB) the cash proceeds of any Casualty Event Taking or Destruction with respect to Collateral, (C) any cash in respect of any Collateral to which the extent contemplated herein or in any other Loan DocumentCollateral Agent is entitled pursuant to the Credit Documents, and (iiiD) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Credit 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, the Collateral Administrative Agent shall, shall within one Business Day’s Day of receiving a request of the applicable Credit Party for release of cash proceeds constituting (iA) Net Cash Proceeds net insurance proceeds or net awards from the Collateral Account, Account remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02subsection 12.2, (iiB) Net Cash Proceeds net cash proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 subsection 12.2 and (iiiC) with respect to the LC L/C Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subsection 12.3 hereof subject, however, in the case of amounts deposited in the LC L/C Sub-Account, to the provisions of Sections 2.18(j) and 9.03subsection 12.1(d). The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds fund deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Administrative Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 subsection 12.3 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC L/C Sub-Account” (the “LC L/C Sub-Account”)) and, notwithstanding any other provision hereof to the contrary, all amounts held in the L/C Sub-Account shall constitute collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and second as collateral security for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in If the name prepayment of the Collateral Agent and pursuant to a Control Agreement (to the extent requestedamount available for drawing under any or all outstanding Letters of Credit is required under Section 2.8(b), a restricted deposit account designated “Collateral Account”. Each Credit Party Section 2.16, Section 8.2 or Section 8.3 above, Borrower shall deposit into forthwith pay the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is amount required to pledge be so prepaid, to be held by Administrative Agent as additional collateral security hereunder pursuant to the Loan Documentsprovided in subsection (b) below. (b) The balance All amounts prepaid pursuant to subsection (a) above shall be held by Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time in the Collateral Account shall constitute part held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the Collateral foregoing and shall not constitute payment all proceeds of and earnings on any of the Obligations until applied foregoing being collectively called the “Collateral Account”) as hereinafter provided. So long as no Event of Default has occurred security for, and is continuing or will result therefromfor application by Administrative Agent (to the extent available) to, the Collateral Agent shall, within one Business Day’s reimbursement of receiving a request any payment under any Letter of Credit then or thereafter made by the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral AccountL/C Issuer, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 unpaid balance of all other Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, (and to the provisions of Sections 2.18(j) all Hedging Liability and 9.03Funds Transfer and Deposit Account Liability). The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name of and be under subject to the exclusive dominion and control of Administrative Agent for the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance benefit of an Event of DefaultAdministrative Agent, the Collateral Lenders, and the L/C Issuers. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of Administrative Agent may and at Borrower’s risk and expense, such deposits shall not bear interest. If (andi) Borrower shall have made payment of all obligations referred to in subsection (a) above required under Section 2.8(b) and Section 2.16, if instructed by any, at the Required Lenders as specified hereinrequest of Borrower, shall) Administrative Agent shall release to Borrower amounts held in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account so long as cover for liabilities at the time of the release and after giving effect thereto no Default or Event of Default exists and, in respect the case of Section 2.16, no Lender is a Defaulting Lender and (ii) Borrower shall have made payment of all obligations referred to in subsection (a) above required under Section 8.2 or 8.3, so long as no Letters of Credit under Credit, Commitments, Loans or other Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability remain outstanding, at the request of Borrower, Administrative Agent shall release to Borrower any provision of this Agreement requiring such cover shall be remaining amounts held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized Prior to establish and maintain at its office at ▇▇▇ ▇▇▇▇the Issue Date of the Securities, the Trustee shall open with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Trust and Savings Bank (the "Bank") and shall require the Bank to establish on its books and maintain, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a trust account (the "Collateral Account") into which the Trustee shall deposit the Special Redemption Amount when received from the Company pursuant to Section 4.20. In order to secure the full and punctual payment of the Securities in accordance with the terms hereof (but subject to the provisions of this Article 10 governing release of funds held in the name Collateral Account), the Company hereby grants to the Trustee a continuing security interest in and to all of its right, title and interest in and to the Collateral Agent Account, all cash deposited therein and the Treasury Bills held therein pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash Section 10.02 and all proceeds of any of the foregoing, whether now existing or hereafter acquired or arising. The Collateral (including pursuant to any disposition thereof) Account shall relate solely to the extent contemplated herein or Securities and the Collateral securing the Securities, and funds in such account shall not be commingled with any other Loan Documentmoneys or properties, (ii) tangible or intangible. All payments to be made from time to time by the cash proceeds of any Casualty Event with respect to Collateral Trustee to the extent contemplated herein or Holders of Securities out of funds in any other Loan Document, and (iii) any cash such Credit Party is required to pledge the Collateral Account as additional collateral security hereunder pursuant to payment of the Loan Documents. (b) The balance Redemption Price in connection with a Special Redemption shall be made by the Trustee as Paying Agent. All moneys deposited from time to time in the Collateral Account pursuant to this Indenture shall constitute part of be held by the Trustee in trust hereunder as Collateral and shall not constitute payment of the Obligations until applied as hereinafter herein provided. So long as no Event Any payments of Default has occurred and is continuing principal of or will result therefrominterest on, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash or proceeds constituting (i) Net Cash Proceeds from the Collateral Accountsale of, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit Treasury Bills held in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence credited and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account. The Collateral Account as cover shall be titled "Bank of Montreal Trust Company, Trustee for liabilities in respect benefit of Letters holders of Credit securities of Price Communications Wireless, Inc., under any provision an Indenture dated July 10, 1997 Collateral Account." (b) The Collateral Account shall be maintained with the Bank until release by the Trustee contemporaneously with the earliest of (i), (ii) or (iii) of this Agreement requiring such cover shall be held subparagraph (b) to occur: (i)(A) the closing of the Merger, (B) the borrowing by the Company of an aggregate of at least $325.0 million pursuant to the Credit Agreement and (C) the receipt by the Company of the PCC Equity Contribution, and (D) receipt by the Trustee of an order from the Company requesting that the Trustee release the Collateral Agent in a separate sub-account designated as to the “LC Sub-Account” order of the Company; or (ii) the “LC Sub-Account”)Business Day prior to the Special Redemption Date or (iii) the date of which no Securities remain outstanding.

Collateral Account. (a) The In accordance with this Agreement and the Account Control Agreement, the Collateral Agent has established at the Custodian a segregated account comprised of a securities account and a related deposit account titled the “BlackRock Private Credit Fund Leverage I, LLC Collateral Account, subject to the lien of the Collateral Agent”, which shall be designated as the “Collateral Account”, which shall be maintained by the Custodian in accordance with this Agreement and the Account Control Agreement and which shall be subject to the lien of the Collateral Agent. All Collateral Obligations delivered to the Collateral Agent or the Custodian shall be credited to the Collateral Account; provided, however, (i) it is hereby authorized expressly acknowledged that (A) interests in bank loans or Participation Interests in bank loans (collectively “Loan Assets” and each a “Loan Asset”) may be acquired by the Borrower from time to establish time which are not evidenced by, or accompanied by delivery of, a Security (as defined in Section 8-102(15) of the UCC) or an Instrument (as defined in Section 9-102(47) of the UCC), and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇may be evidenced solely by delivery to the Custodian of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Borrower as assignee, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and (B) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Collateral Agent Borrower, and pursuant (ii) nothing herein shall require the Custodian to a Control Agreement (credit to the extent requested), Collateral Account or to treat as a restricted deposit account designated financial asset (within the meaning of Section 8-102(a)(9) of the UCC) any such Loan Asset or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. The Borrower shall instruct all Obligors to remit all their payments constituting Interest Proceeds and Principal Proceeds in respect of the Collateral Account”. Each Credit Party shall deposit Obligations into the Collateral Account in accordance with this Agreement. The Collateral Agent shall daily sweep from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit all Interest Collections in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied Interest Collection Account and all Principal Collections in the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral Account to the Principal Collection Account. The only permitted withdrawals from the Collateral Account, remit such cash proceeds Account shall be in accordance with the provisions of this Agreement. The Collateral Agent agrees to give the Borrower prompt notice if (to the actual knowledge of a Responsible Officer of the Collateral Agent) the Collateral Account or any assets or securities on deposit in the Collateral Accounttherein, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding otherwise to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, shall become subject to the provisions any writ, order, judgment, warrant of Sections 2.18(j) and 9.03attachment, execution or similar process. The Credit Parties Borrower shall not have no right to withdrawany legal, transfer equitable or otherwise receive any funds deposited beneficial interest in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit other than in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of accordance with this Agreement requiring such cover shall be held by and the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Priority of Payments.

Collateral Account. (a) The Collateral Agent At any time any cash collateral is hereby authorized required to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in be provided pursuant to the name Credit Agreement or after the acceleration of the Collateral Agent and Obligations under the Credit Agreement pursuant to Article VII of the Credit Agreement, the Administrative Agent shall establish a Control Agreement single, segregated account (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ), which shall deposit be a “securities account” (as defined in Section 8-501(a) of the Uniform Commercial Code) and in respect of which the Administrative Agent shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the Uniform Commercial Code), into the Collateral Account which there shall be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant proceeds of insurance thereon) required to any disposition thereof) be delivered to the extent contemplated herein or Administrative Agent pursuant hereto and into which the Obligors shall deposit such additional amounts as provided in any other Loan Document, (ii) the cash proceeds of any Casualty Event Credit Agreement with respect to any requirement to provide Cash Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) thereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 5.08 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in withdrawal only as provided herein (and, with respect to Cash Equivalents Collateral, as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held provided in the name and be under Credit Agreement). In addition to the control of the Collateral Agent (or any sub-agent); provided that foregoing, each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder shall be received by it, such Obligor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Agent may (andAccount. Until so deposited, if instructed all such proceeds shall be held in trust by the Required Lenders applicable Obligor for and as specified hereinthe property of the Administrative Agent and shall not be commingled with any other funds or property of any Obligor. Other than Cash Collateral (which shall only be returned to the Borrower as provided in the Credit Agreement), shall) amounts in its (or their) discretion the Cash Collateral Account shall be returned to the Borrower at any time that no Event of Default exists and from time to time elect to liquidate any such Cash Equivalents all Obligations then due and to apply or cause to be applied the proceeds thereof to the payment of the Obligations owing have been paid in the manner specified in Section 9.03 hereoffull. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at the Funding and Payment Office or the office of its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, designee as a blocked account in the name of Borrower or in such name as Secured Party may so designate and under the Collateral Agent sole dominion and pursuant to a Control Agreement (to the extent requested)control of Secured Party, a restricted deposit account designated “as "Integrated Defense Technologies, Inc. Collateral Account”". Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Lenders, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or or, except as expressly set forth herein, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after the occurrence and during the continuance initiating a transfer of an Event of Default, funds to the Collateral Agent) Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Collateral Account shall determine, which Cash Equivalents not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the name Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and be under the control terms. Subject to Secured Party's rights hereunder, any interest earned on deposits of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) cash in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be deposited directly in, and held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Parent may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in any other Loan DocumentSections 2.10, 3.02(d) and (iii) any cash such 10 of the Credit Party Agreement, it is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Parent as the Parent shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) ), in its (or their) discretion apply and provide notice to Borrower of such application 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 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Parent agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Parent shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Parent for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofParent. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “Quidel Corporation Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Governmental Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the occurrence Collateral Account, give notice to Secured Party by telefacsimile or E-mail (if and during when confirmed by telephone) of the continuance date, amount and method of an Event delivery of Defaultsuch deposit. Cash held by Secured Party in the Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral AgentAccount. (b) In the event that Borrower is required to Cash Collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Article VIII of the Credit Agreement, in which case the provisions of Section 15(c) of this Agreement shall determineapply, which subject to the provisions of the Credit Agreement, such Cash Equivalents Collateral shall be held retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the name and be under the control of Collateral Account or otherwise. Secured Party is authorized to apply any amount in the Collateral Agent (or Account to pay any sub-agent); provided that at any time after drawing on a Letter of Credit. Subject to the occurrence provisions of Section 15(c) of this Agreement and during the continuance of an Event of Default, the Collateral Agent may (andCredit Agreement, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause Collateral is no longer required to be applied the proceeds thereof to the payment of the Obligations retained in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Borrower or at Borrower’s direction.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (Subject to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into exercise by Fidelity of its rights and remedies under the Collateral Account from time Fidelity Agreement referred to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 therefromSection 20 hereof, the Collateral Agent shallPledgor will, within one Business Day’s of receiving a upon the request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion Lender at any time and from time to time elect both prior to liquidate any such Cash Equivalents and to apply after the occurrence of an Event of Default hereunder, deposit or cause to be applied deposited to a bank account designated by the proceeds thereof to Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of the Obligations Accounts, and the cash proceeds of any returned goods, the sale or lease of which gave rise to an Account and, when permitted by the paying companies (including without limitation, Medicaid and Mutual of Omaha Medicare payment [EDS-Title XVIII]) all such payments therefrom (all of the foregoing herein collectively referred to as "Items of Payment"). The Pledgor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the manner specified in Section 9.03 hereofform received, except for the endorsement of the Pledgor where necessary to permit the collection of the Items of Payment, which endorsement the Pledgor hereby agrees to make. Pending such deposit, the Pledgor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart. The Lender may at any time and from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Pledgor's Liabilities. (db) Amounts So long as Lender, in its discretion, so desires, Pledgor shall establish and maintain a blocked account in Lender's name with a bank satisfactory to Lender (the "Collecting Bank") to which Pledgor will immediately deposit all payments from account debtors in the identical form in which such payment was made, whether by cash or check. (c) The Collecting Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such blocked account are the sole and exclusive property of the Lender, that the Collecting Bank has no right of set off against such blocked account, and that the Collecting Bank will wire or otherwise transfer in immediately available funds, in a manner satisfactory to Lender, funds deposited into in such blocked account to Lender on a daily basis as soon as such funds are collected. Pledgor hereby agrees that all payments made to such blocked account or otherwise received by Lender, whether on Accounts or as proceeds of the Collateral Account or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Obligations. With respect to any payment relating to or proceeds of any Accounts or the Collateral which come into its possession or under its control, Pledgor and any affiliates, subsidiaries, shareholders, directors, officers, employees, agents or persons acting for or in concert with Pledgor shall receive any such item, as cover trustee for liabilities Lender, as sole and exclusive property of Lender, and immediately upon receipt thereof, Pledgor shall remit the same or cause the same to be remitted in respect kind, to Lender, at Lender's address set forth herein. Pledgor agrees to pay to Lender any and all fees, costs, expenses which Lender incurs in connection with obtaining and maintaining the blocked account and depositing for collection by Lender any check or item of Letters of Credit under payment received or delivered to the Collecting Bank or the Lender, and Pledgor further agrees to reimburse, indemnify and hold harmless Lender from any provision of this Agreement requiring such cover shall be held claims asserted by the Collateral Agent Collecting Bank in a separate sub-connection with the blocked account designated or any returned or uncollected checks received by the Collecting Bank as proceeds of the “LC Sub-Account” (the “LC Sub-Account”)Collateral.

Collateral Account. (a) The Collateral Agent Trustee is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in receive any funds for the name benefit of the Holders and the other secured parties distributed under, and in accordance with, the Collateral Agent Trust and pursuant Intercreditor Agreement and the other Security Documents, and to a Control Agreement (make further distributions of such funds to the extent requested)Holders and (as applicable) the other secured parties according to the provisions of this Indenture, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) Trust and Intercreditor Agreement and the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Security Documents. (b) The balance Issuers shall establish within 15 Business Days after the date hereof or, to the extent in existence prior to the date hereof, maintain the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be under the sole control of the Collateral Trustee. Subject to Section 4.10(b), all Net Proceeds from time to time Asset Sales in respect of Collateral, in an aggregate amount in excess of $25.0 million, including earnings, revenues, rents, issues, profits and income therefrom and interest earned thereon, shall be deposited in the Collateral Account and thereafter shall constitute part be held, applied and/or disbursed by the Collateral Trustee in accordance with the terms of this Indenture (including, without limitation, at the direction of the Issuers to make any application or disbursement required or permitted by Section 3.09, Section 4.10, Section 6.10 or Section 10.08(a) hereof). The Trustee and/or the Collateral Trustee, as applicable, shall receive an Officer’s Certificate in connection with any and all deposits to be made into the Collateral Accounts under this Indenture or the Security Documents to the effect that such deposit represents the Net Proceeds from the Asset Sale or Asset Sales summarized therein. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall not have occurred and be continuing, the Issuers may direct the applicable depositary institution to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute payment Cash Equivalents and that no Event of the Obligations until applied as hereinafter providedDefault shall have occurred and be continuing. So long as no Event of Default has shall have occurred and is continuing or will result therefrombe continuing, the Collateral Agent shall, within one Business Day’s of receiving a request of Issuers may direct the applicable Credit Party for release depositary institution to sell, liquidate or cause the redemption of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Accountany such investments, remit such cash proceeds on deposit in the Collateral Account direction to or upon the order certify that no Event of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit Default shall have been terminated occurred and all be continuing. Any gain or income on any investment of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time credited to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Account. The Collateral Trustee shall determine, which Cash Equivalents shall be held have no liability for any loss incurred in the name and be under the control of the Collateral Agent (connection with any investment or any sub-agent); provided that at any time after sale, liquidation or redemption thereof made in accordance with the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision provisions of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”Section 10.08(c).

Collateral Account. (aA) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Administrative Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of the Collateral required to be delivered to the Administrative Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement, any other Security Document or the Credit Agreement. Any income received by the Administrative Agent with respect to the balance from time to time standing to the credit of the Collateral (Account, including pursuant to any disposition thereof) interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Administrative Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) The Company shall instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of such Accounts either (i) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (ii) to one or more other banks in any state (other than Louisiana) in the United States (each a "Lockbox Bank") (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such Lockbox Bank) for deposit into an account in the name and under the control of such Lockbox Bank (a "Lockbox Account") under a Lockbox Letter substantially in the form of Exhibit G hereto duly executed by the Company and such Lockbox Bank or under other arrangements, in form and substance satisfactory to the Administrative Agent, pursuant to which the Company shall have irrevocably instructed such Lockbox Bank (and such Lockbox Bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account or as the Administrative Agent may otherwise instruct such Lockbox Bank; provided that on or prior to the 60th day after the Closing Date, account debtors and other Persons obligated in respect of such Accounts shall be permitted to make all payments in respect of such Accounts to one or more other banks for deposit in an account in the name and control of Hercules Incorporated, such payments to be remitted by Hercules Incorporated to the Company. So long as no Unless and until an Event of Default has shall have occurred and is continuing or will result therefrombe continuing, the Administrative Agent shall instruct such Lockbox Bank to remit such proceeds to the Company or as the Company may otherwise so instruct such Lockbox Bank. All such payments made to the Administrative Agent shall be deposited in the Collateral Account. In addition to the foregoing, the Company agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Company shall as promptly as possible deposit such proceeds into a Lockbox Account. Until so deposited, all such proceeds shall be held in trust by the Company for and as the property of the Administrative Agent and the Secured Parties and shall not be commingled with any other funds or property of the Company. (C) The balance from time to time standing to the credit of the Collateral Account shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting except (i) Net Cash Proceeds from upon the Collateral Accountoccurrence and continuation of an Event of Default or (ii) as provided by Section 3.02(b)(i)(2) of the Credit Agreement, remit such be distributed to the Company upon the order of the Company. If immediately available cash proceeds on deposit in the Collateral Account is not sufficient to or upon make any distribution to the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit Company referred to in the Collateral Accountprevious sentence of this Section 5(C), so long the Administrative Agent shall liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such Credit Party distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fulltaken place. At any time following Upon the occurrence and during the continuance continuation of an Event of Default, the Collateral Administrative Agent may (andshall, if so instructed by the Required Lenders as specified hereinMajority Lenders, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein9. (cD) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Company shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Administrative Agent, provided that at any time after the occurrence and during the continuance of that, if an Event of DefaultDefault has occurred and is continuing, the Collateral Administrative Agent may (andshall, if instructed by the Required Lenders as specified hereinMajority Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof.9. For this purpose, (i) each Liquid Investment shall mature within 30 days after it is acquired by the Administrative Agent and (ii) in order to provide the Administrative Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either: (di) Amounts deposited into evidenced by negotiable certificates or instruments, or if non-negotiable then issued in the Collateral Account as cover for liabilities name of the Administrative Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Administrative Agent or an agent thereof (which shall not be the Company or any of its Affiliates) in respect the State of Letters of Credit under any provision of this Agreement requiring such cover shall be held New York; or (ii) in book-entry form and issued by the Collateral Agent United States and subject to pledge under applicable state law and Treasury regulations and as to which (in a separate sub-account designated as the “LC Sub-Account” (opinion of counsel to the “LC Sub-Account”)Administrative Agent) appropriate measures shall have been taken for perfection of the Security Interests.

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or the office of its designee as a blocked account in the name of Borrower or in such name as Secured Party may so designate and under the Collateral Agent sole dominion and pursuant to a Control Agreement (to the extent requested)control of Secured Party, a restricted deposit account designated as “Isle of Capri Collateral Account”. Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Lenders, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or or, except as expressly set forth herein, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after the occurrence and during the continuance initiating a transfer of an Event of Default, funds to the Collateral Agent) Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Collateral Account shall determine, which Cash Equivalents not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the name Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and be under the control terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) cash in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be deposited directly in, and held by in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Administrative Agent a Collateral Account in the name and under the exclusive dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”Administrative Agent. Each Credit Party There shall deposit into the Collateral Account be deposited from time to time (i) into such account the cash proceeds of any of the Collateral (including required to be delivered to the Administrative Agent pursuant to any disposition thereofSection 6(b) to the extent contemplated herein or in any other Loan Document, (ii) provision of this Agreement. Any income received by the cash proceeds of any Casualty Event Administrative Agent with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time standing to the credit of the Collateral Account, including any interest or capital gains on investments of amounts on deposit in the Collateral Account, shall remain, or be deposited, in the Collateral Account together with any investments from time to time made pursuant to subsection (c) of this Section 6, shall vest in the Administrative Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed requested by the Required Lenders as specified hereinAdministrative Agent, shalleach Grantor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (i) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in its the name and under the exclusive dominion and control of the Administrative Agent) or (ii) to one or their) discretion apply more other banks in any state in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and provide notice to Borrower under the exclusive dominion and control of such application bank) under a Lockbox Letter substantially in the form of Annex I hereto duly executed by each Grantor and such bank or cause to be applied (subject to collection) the balance from time to time outstanding under other arrangements, in form and substance satisfactory to the credit Administrative Agent, pursuant to which such Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account to or as the payment Administrative Agent may otherwise instruct such bank, and thereafter if the proceeds of the Obligations in the manner specified in Section 9.03 hereofany Collateral shall be received by such Grantor, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in such Grantor will promptly deposit such proceeds into the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (orand until so deposited, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents all such proceeds shall be held in trust by such Grantor for and as the name and be under the control property of the Collateral Agent (Administrative Agent, for the benefit of itself and the Lenders and shall not be commingled with any other funds or any sub-agent); provided that at property of such Grantor. At any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may itself so instruct such Grantor's Account Debtors and each Grantor hereby constitutes and appoints the Administrative Agent (and the president, any vice president or any assistant vice president of the Administrative Agent from time to time) as its attorney-in-fact with full power and authority to so instruct such Grantor's Account Debtors. All such payments made to the Administrative Agent shall be deposited in the Collateral Account. (c) The balance from time to time standing to the credit of the Collateral Account shall, except upon the occurrence and continuation of an Event of Default, be distributed to the Grantors upon the order of the Grantors. If immediately available cash on deposit in the Collateral Account is not sufficient to make any distribution to the Grantors referred to in the previous sentence of this Section 6(c), the Administrative Agent shall liquidate as promptly as practicable such investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 6, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Account in the manner specified in Section 10. (d) Amounts on deposit in the Collateral Account shall be invested and reinvested from time to time in Permitted Investments as the Grantors shall determine, which investments shall be held in the name and be under the control of the Administrative Agent; provided, that if an Event of Default has occurred and is continuing, the Administrative Agent may and, if instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion at any time and from time to time elect to shall liquidate any such Cash Equivalents investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 10 hereof; and provided further, that (i) each such investment shall mature within thirty (30) days after it is acquired by the Administrative Agent and (ii) in order to provide the Administrative Agent, for the ratable benefit of itself and the Lenders, with a perfected security interest therein, each such investment shall be either: (A) evidenced by negotiable certificates or Instruments, or if non-negotiable then issued in the name of the Administrative Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Administrative Agent or any agent thereof (which shall not be any of the Grantors or any of their Affiliates) in the State of North Carolina; or (B) in book-entry form and issued by the United States and subject to pledge under applicable state law and Treasury regulations and as to which (in the opinion of counsel to the Administrative Agent) appropriate measures shall have been taken for perfection of the Security Interests. (de) Amounts deposited into Upon the occurrence of any Event of Default, the Administrative Agent is authorized at any time and from time to time, and during the continuance thereof, without notice to the Grantors, to set off, appropriate and apply any and all amounts on deposit in the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by Account, and the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)proceeds thereof, against all Secured Obligations.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Company may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in any other Loan DocumentSections 3.02(d) and 10 of the Credit Agreement, and (iii) any cash such Credit Party it is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Company as the Company shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Company agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Company for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofCompany. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (Subject to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into exercise by Fidelity of its rights and remedies under the Collateral Account from time Fidelity Agreement referred to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 therefromSection 20 hereof, the Collateral Agent shallPledgor will, within one Business Day’s of receiving a upon the request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion Lender at any time and from time to time elect both prior to liquidate any such Cash Equivalents and to apply after the occurrence of an Event of Default hereunder, deposit or cause to be applied deposited to a bank account designated by the proceeds thereof to Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of the Obligations Accounts, and the cash proceeds of any returned goods, the sale or lease of which gave rise to an Account and, when permitted by the paying companies (including without limitation, Medicaid and Mutual of Omaha Medicare payment [EDS-Title XVIII]) all such payments therefrom (all of the foregoing herein collectively referred to as "Items of Payment"). The Pledgor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the manner specified in Section 9.03 hereofform received, except for the endorsement of the Pledgor where necessary to permit the collection of the Items of Payment, which endorsement the Pledgor hereby agrees to make. Pending such deposit, the Pledgor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart. The Lender may at any time and from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Pledgor's Liabilities. (db) Amounts So long as Lender, in its discretion, so desires, Pledgor shall establish and maintain a blocked account in Lender's name with a bank satisfactory to Lender (the "Collecting Bank") to which Pledgor will immediately deposit all payments from account debtors in the identical form in which such payment was made, whether by cash or check. (c) The Collecting Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such blocked account are the sole and exclusive property of the Lender, that the Collecting Bank has no right of set off against such blocked account, and that the Collecting Bank will wire or otherwise transfer in immediately available funds, in a manner satisfactory to Lender, funds deposited into in such blocked account to Lender on a daily basis as soon as such funds are collected. Pledgor hereby agrees that all payments made to such blocked account or otherwise received by Lender, whether on Accounts or as proceeds of the Collateral Account as cover for liabilities in or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Obligations. With respect to any payment relating to or proceeds of Letters of Credit under any provision of this Agreement requiring such cover shall be held by Accounts or the Collateral Agent which come into its possession or under its control, Pledgor and any affiliates, subsidiaries, shareholders, directors, officers, employees, agents or persons acting for or in a separate sub-account designated concert with Pledgor shall receive any such item, as trustee for Lender, as sole and exclusive property of Lender, and immediately upon receipt thereof, Pledgor shall remit the “LC Sub-Account” (same or cause the “LC Sub-Account”).same to be remitted in kind, to

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of the Collateral required to be delivered to the Agent pursuant to any provision of this Agreement. Any income received by the Agent with respect to the balance from time to time of the Collateral (Account, including pursuant to any disposition thereof) interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to paragraph (c) of this Section shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if so instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein6. (c) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Grantor shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that that, at any time after the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof.6. In order to provide the Agent, for the benefit of the Banks, with a perfected security interest therein, each Liquid Investment shall be either: (di) Amounts deposited into evidenced by negotiable certificates or instruments, or if non-negotiable then issued in the Collateral Account as cover for liabilities name of the Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Agent or an agent thereof (which shall not be the Grantor or any of its Affiliates) in respect the State of Letters of Credit under any provision of this Agreement requiring such cover shall be held Texas; or (ii) in book-entry form and issued by the Collateral Agent United States and subject to pledge under applicable state law and treasury regulations and as to which (in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).the

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Pledgors may from time to time deposit any other Loan Document, (ii) the cash proceeds additional amounts that any of any Casualty Event with respect them wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in Sections 2.10, 3.02(d) and 10 of the Credit Agreement, any other Loan Document, and (iii) any cash such Credit Party Pledgor is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long the respective Pledgor as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02Pledgor shall from time to time instruct. However, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) ), in its (or their) discretion apply and provide notice to Borrower of such application 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 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (orforegoing, after each Pledgor agrees that if the occurrence and during the continuance proceeds of an Event of Defaultany Collateral hereunder shall be received by it, such Pledgor shall as promptly as possible deposit such proceeds into the Collateral Agent) shall determineAccount. Until so deposited, which Cash Equivalents all such proceeds shall be held in trust by such Pledgor for and as the name and be under the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance property of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofPledgor. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The There is hereby established with the Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a cash collateral account (the "Collateral Account") in the name and under the exclusive control of the Collateral Agent and into which there shall be deposited from time to time after the occurrence of an Acceleration Event the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to a Control Agreement (subsection 6(b) hereof or any other provision of this Agreement. Any income received by the Collateral Agent with respect to the extent requested), a restricted deposit account designated “balance from time to time standing to the credit of the Collateral Account”, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. Each Credit Party shall All cash amounts on deposit into in the Collateral Account from time to time (i) after the cash proceeds occurrence of an Acceleration Event, together with any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance Liquid Investments from time to time in made pursuant to subsection 6(d) hereof, shall at all times be within the exclusive possession, dominion and control of the Collateral Account Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (a) If so requested by the Required Lenders during the continuation of an Acceleration Event, the Borrower shall instruct all account debtors and other Persons obligated in respect of all Accounts then included in the Collateral to make all payments in respect of the Accounts either (i) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name of the Borrower (with a notation that proceeds held therein are held in trust for and subject to the Liens of the Secured Parties) and under the control of the Collateral Agent) or (ii) to one or more other banks in any state in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such bank) under a Lockbox Letter substantially in the form of Exhibit B hereto duly executed by the Borrower and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which the Borrower shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Collateral Account or as the Collateral Agent may otherwise instruct such bank. So long All such payments made to the Collateral Agent shall be deposited in the Collateral Account. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) are received by it at a time when the foregoing provisions of this Section 6(b) are in effect, the Borrower shall as no Event promptly as possible deposit such proceeds into the Collateral Account. Until so deposited into the Collateral Account, all such proceeds shall, during the continuation of Default has occurred an Acceleration Event, be held in trust by the Borrower for the Secured Parties and is continuing shall not be commingled with any other funds or will result therefromproperty of the Borrower. (b) Upon the occurrence and continuation of an Acceleration Event, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, if so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein12. (c) Amounts on deposit in the Collateral Account following the occurrence of an Acceleration Event, to the extent not applied in the manner specified in Section 12 pursuant to paragraph (c) above, shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Borrower shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by 12; and provided further that the Collateral Agent in a separate sub-account designated as shall, if so instructed by the “LC Sub-Account” (Required Lenders, liquidate any such Liquid Investments and release the “LC Sub-Account”).proceeds thereof to the Borrower. For

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Borrower is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrower shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Borrower for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Borrower shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Borrower has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Borrower has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Borrower has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent is As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby authorized pledges and grants to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the Agent, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in for the name benefit of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Lenders as provided herein, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time (i) the cash proceeds of any of in the Collateral Account (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, investments and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) reinvestments therein provided for below). The balance balances from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Letter of Credit Liabilities until applied by the Agent as hereinafter providedprovided herein. So long as no Event of Default has occurred and is continuing or will result therefromAnything in this Agreement to the contrary notwithstanding, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds held in the Collateral Account shall be subject to or upon the order of such Credit Party, so long withdrawal only as such Credit Party has satisfied the conditions relating thereto set forth provided in this Section and in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein2.12. (cb) Amounts on deposit in the Collateral Account shall be invested from time to time and reinvested by the Agent in such Cash Equivalents as the applicable Credit Party (or, after the occurrence Agent shall determine in its sole discretion. All such investments and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (or any sub-agent); provided that at any time after the occurrence and during the continuance of c) If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may (andRequisite Lenders may, if instructed by the Required Lenders as specified hereinin their discretion, shall) in its (or their) discretion at any time and from time to time elect time, instruct the Agent to liquidate any such Cash Equivalents investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the proceeds thereof Collateral Account to the payment of any of the Obligations in the manner specified in Section 9.03 hereofLetter of Credit Liabilities due and payable. (d) Amounts deposited into If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as cover for liabilities in respect exceed the aggregate amount of Letters Letter of Credit under any provision Liabilities at such time. (e) The Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the Agent's administration of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Account and investments and reinvestments of funds therein.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Company may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in any other Loan DocumentSections 2.10, 3.02(d) and (iii) any cash such 10 of the Credit Party Agreement, it is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Company as the Company shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Company agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Company for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofCompany. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Administrative Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇[ ], ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Attn: [ ], in the name of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Language Line, Inc. — Collateral Account”” with respect to which the Administrative Agent shall at all times have “control” (as defined in Section 9-104 of the UCC). Each Credit Party shall (subject to the limitations set forth in the definition of Net Proceeds and subsection 8.5) deposit into the Collateral Account from time to time (iA) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Credit Document, (iiB) the cash proceeds of any Casualty Event Taking or Destruction with respect to Collateral, (C) any cash in respect of any Collateral to which the extent contemplated herein or in any other Loan DocumentAdministrative Agent is entitled pursuant to the Credit Documents, and (iiiD) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Credit 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, the Collateral Administrative Agent shall, shall within one Business Day’s Day of receiving a request of the applicable Credit Party for release of cash proceeds constituting (iA) Net Cash Proceeds net insurance proceeds or net awards from the Collateral Account, Account remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02subsection 12.2, (iiB) Net Cash Proceeds net cash proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 subsection 12.2 and (iiiC) with respect to the LC L/C Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subsection 12.3 hereof subject, however, in the case of amounts deposited in the LC L/C Sub-Account, to the provisions of Sections 2.18(j) and 9.03subsection 12.1(d). The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds fund deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Administrative Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 subsection 12.3 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC L/C Sub-Account” (the “LC L/C Sub-Account”)) and, notwithstanding any other provision hereof to the contrary, all amounts held in the L/C Sub-Account shall constitute collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and second as collateral security for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of If all or any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment collateral at any time consists of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing Inventory, Accounts, or will result therefromChattel Paper, the Collateral Agent shallPledgor will, within one Business Day’s of receiving a upon the request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that Lender at any time after the occurrence and during the continuance of an Event of DefaultDefault hereunder, deposit or cause to be deposited to a bank account designated by the Lender and from which the Lender alone has power of access and withdrawal (the "COLLATERAL ACCOUNt") all checks, drafts, cash, and other remittances in payment or on account of payment of such Inventory, Accounts, or Chattel Paper and the cash proceeds of any returned goods, the sale or lease of which gave rise to an Account or Chattel Paper (all of the foregoing herein collectively referred to as "ITEMS OF PAYMENT"). The Pledgor shall deposit the Items of Payment for credit to the Collateral Agent Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Pledgor where necessary to permit the collection of the Items of Payment, which endorsement the Pledgor hereby agrees to make. Pending such deposit, the Pledgor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart. The Lender may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate apply the whole or any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment part of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into collected funds credited to the Collateral Account as cover for liabilities against the Pledgor's Liabilities or credit such collected funds to a banking account of the Pledgor with the Lender, the order and method of such application to be in respect the discretion of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Lender.

Collateral Account. (a) Each of the Lenders hereby irrevocably appoints the Administrative Agent as its collateral agent in respect of the Collateral Account and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (b) On or prior to the Bridge Funding Date, the Administrative Agent shall establish the Collateral Account. The Collateral Account and all funds and other property therein shall be held in accordance with this Agreement by the Administrative Agent, until released or applied in accordance with the terms hereof. (c) The Borrower, as security for the full, prompt and complete payment and performance when due (whether at stated maturity or otherwise by operation of Section 2.10 hereunder, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges and hypothecates to the Administrative Agent is hereby authorized for the benefit of the Lenders, and grants to establish the Administrative Agent for the benefit of the Lenders a lien on and maintain at security interest in, all of its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇right, ▇▇▇▇▇▇▇▇title and interest in, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇to and under all funds, cash and any cash equivalents from time to time on deposit or held in the Collateral Account and all proceeds thereof. (d) The parties hereto and the Administrative Agent agree: (i) that all items of taxable income or gain realized on the Collateral Account shall be reported as taxable income or gain of the Borrower; (ii) that the Administrative Agent shall issue an IRS Form 1099 (or any successor form) relating to such taxable income or gain to and in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, Borrower; and (iii) that the Borrower shall promptly deliver such certificates and other documents as required by applicable regulation and as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, a completed, executed Form W-9. The Borrower understands that the failure to provide properly completed applicable withholding tax forms may cause the Administrative Agent to become obligated to withhold a portion of any cash such Credit Party is required to pledge as additional collateral security hereunder distributions of the Collateral Account pursuant to applicable provisions of the Loan DocumentsCode. The Administrative Agent shall be responsible only for income reporting to the Internal Revenue Service with respect to income earned on the Collateral Account. The Administrative Agent shall have no other duties or responsibilities with respect to administering tax withholding, payments or reporting for persons receiving distributions pursuant to this Agreement. Notwithstanding the foregoing, the Administrative Agent may report and withhold any taxes as it determines may be required by any law or regulation in effect at the time of the distribution. (be) The balance from time It is understood and agreed that the Administrative Agent shall have no obligation to time invest any of the funds in the Collateral Account, provided that all interest and other amounts earned on the deposits shall be deposited in the Collateral Account shall constitute part and only be released and applied in accordance with the terms hereof (including Sections 2.10(c) and 4.03). (f) On the Transaction Closing Date, subject only to the satisfaction 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 therefromconditions specified in Section 4.03 hereof, the Collateral Lenders hereby authorize Administrative Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for to release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit all funds in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth Borrower for uses specified in Section 9.025.08(a); provided however, (ii) Net Cash Proceeds from any sale if the Transaction Closing Date does not occur on or other disposition of Collateral from prior to the Collateral AccountEarly Commitment Termination Date, remit the Borrower irrevocably instructs the Administrative Agent to apply such cash proceeds on deposit funds in the Collateral Account, so long as such Credit Party has satisfied Account for the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 prepayment of the Obligations in the manner specified in accordance with Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”2.10(c).

Collateral Account. (a) The Borrower shall at all times maintain Eligible Collateral in Collateral Accounts with a Collateral Value of not less than the Required Amount. If at any time the Required Amount shall exceed (the amount of such excess, the “Collateral Shortfall”) the Collateral Value for three (3) consecutive Business Days, the Administrative Agent is hereby authorized to establish shall provide the Borrower notice, by telephone or in writing, of such Collateral Shortfall and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name it shall be a Default unless within three (3) Business Days of the Borrower’s receipt of such notice, no Collateral Agent and pursuant to Shortfall exists as a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time result of (i) the cash proceeds of any of a change in the Collateral (including pursuant Value due to any disposition thereof) to the extent contemplated herein or in any other Loan Document, market fluctuations and/or (ii) a deposit by the cash proceeds Borrower of any Casualty Event with respect to additional Eligible Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documentsa Collateral Account. (b) The balance from time to time Eligible Collateral held in the a Collateral Account (other than the UK Collateral Account) shall constitute part be invested (i) so long as no Default has occurred, at the direction of the Borrower, provided that all such Eligible Collateral must be reasonably acceptable to the Administrative Agent and shall not constitute payment otherwise permitted by this Agreement, and (ii) following the occurrence and continuation of a Default, at the direction of the Obligations until applied as hereinafter providedAdministrative Agent. All income from such Eligible Collateral shall be retained in a Collateral Account and added to the Collateral. (c) So long as no Event of Default has occurred and is continuing or will result therefromcontinuing, if at any time the Obligations become due and payable hereunder, the Collateral Agent shall, within one Business Day’s of receiving Borrower may request that funds in a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account be applied to or upon the order of such Credit Partyamount which is due and payable, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) including with respect to any Reimbursement Obligations and the LC Sub-Account at Administrative Agent shall apply such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may funds (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited the UK Collateral Account) or consent to such release (in the LC Sub-case of any other Collateral Account) provided, in each case, after giving effect to such application the Borrower is in compliance with Section 2.10(a); provided, however, the Administrative Agent shall have the right, upon five (5) days’ prior notice to the Borrower, to apply all or any part of the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited Eligible Collateral held in the a Collateral Account except to for the extent specifically provided herein. amount which is due and payable unless the Borrower shall object in writing and otherwise pay the amount due and payable within such five (c5) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after day period. Upon the occurrence and during the continuance continuation of an Event of a Default, the Administrative Agent may apply (without prior notice to the Borrower) all or any part of the Eligible Collateral Agent) shall determine, which Cash Equivalents shall be held in the name a Collateral Account pursuant to and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in accordance with Section 9.03 hereof8.4. (d) Amounts deposited into So long as no Default or Unmatured Default under Section 7.2 has occurred, at any time the Collateral Account as cover for liabilities in respect Value exceeds (the amount of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as excess, the “LC Sub-Collateral Excess”) the Required Amount, the Borrower can request to the release of such Collateral Excess and the Administrative Agent shall release such funds from the UK Collateral or consent to such release with respect to any other Collateral Account” (; provided, however, upon the “LC Sub-Account”)occurrence and continuation of a Default, the Administrative Agent shall have no obligation to release or consent to any such release and shall have sole control over any such Collateral Excess, including the application of such amount pursuant to and in accordance with Section 8.4.

Collateral Account. (a) The Collateral Agent is As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, the Borrower hereby authorized pledges and grants to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the Agent, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in for the name benefit of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Lenders as provided herein, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time (i) the cash proceeds of any of in the Collateral Account (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, investments and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) reinvestments therein provided for below). The balance balances from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Letter of Credit Liabilities until applied by the Agent as hereinafter providedprovided herein. So long as no Event of Default has occurred and is continuing or will result therefromAnything in this Agreement to the contrary notwithstanding, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds held in the Collateral Account shall be subject to or upon the order of such Credit Party, so long withdrawal only as such Credit Party has satisfied the conditions relating thereto set forth provided in this Section and in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein2.11. (cb) Amounts on deposit in the Collateral Account shall be invested from time to time and reinvested by the Agent in such Cash Equivalents as the applicable Credit Party (or, after the occurrence Agent shall determine in its sole discretion. All such investments and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents reinvestments shall be held in the name of and be under the sole dominion and control of the Agent and all interest and other earnings in respect of such investments and reinvestments shall be deposited into the Collateral Agent Account until withdrawn as provided in this Section (including the immediately following subsection (d)), in Section 2.11. or in any other applicable provision of this Agreement or any sub-agent); provided other Credit Document. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that at which the Agent accords its own funds, it being understood that the Agent shall not have any time after responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the occurrence and during the continuance of Collateral Account. (c) If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may (and, if instructed by the Required Lenders as specified hereinRequisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the proceeds thereof Collateral Account to the payment of any of the Obligations in the manner specified in Section 9.03 hereofLetter of Credit Liabilities due and payable. (d) Amounts deposited into So long as no Default or Event of Default has occurred and is continuing, the Agent shall, from time to time, at the written request of the Borrower, deliver to the Borrower within 5 days of receipt of such request, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as cover for liabilities exceed the aggregate amount of Letter of Credit Liabilities at such time, including any interest and other earnings on investments in respect of the Collateral Account. When all of the Obligations shall have been paid in full and no Letters of Credit under remain outstanding, the Agent shall promptly deliver to the Borrower, against receipt but without any provision of this Agreement requiring such cover shall be held by recourse, warranty or representation whatsoever, the balances remaining in the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Borrower is required to pay to Secured Party an amount (the “Aggregate Available Amount”) equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrower shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Borrower for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Borrower shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the “Maximum Available Amount”) to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Borrower has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Bank for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Borrower has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Borrower has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. The Company will, if so instructed by the Agent (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name request of the Collateral Agent and pursuant to a Control Agreement (to the extent requestedRequired Secured Parties), establish at a restricted deposit banking institution selected by the Agent (at the direction of the Required Secured Parties) a cash collateral account designated (the “Collateral Account”. Each Credit Party ), which (i) to the extent of all Investment Property or Financial Assets shall deposit be a Securities Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “entitlement holder” as defined in Section 8-102(a)(7) of the UCC, and (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Agent, for the benefit of the Secured Parties, shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and into the Collateral Account which there shall be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant proceeds of insurance thereon) required to any disposition thereof) be delivered to the extent contemplated herein or in Agent pursuant hereto and into which the Company may from time to time deposit any other Loan Document, (ii) the cash proceeds additional amounts that any of any Casualty Event with respect them wishes to Collateral pledge to the extent contemplated herein Agent for the benefit of the Secured Parties as additional collateral security hereunder or in any other Loan Document, and (iii) any cash such Credit Party is that they are required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long as no Event The Agent shall remit the collected balance standing to the credit of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long the Company as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit Company shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereofinstruct, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (andmay, if instructed by at the direction of the Required Lenders as specified hereinSecured Parties, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied (subject to collection) the proceeds thereof balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into 5.09. The balance from time to time in the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated subject to withdrawal only as the “LC Sub-Account” (the “LC Sub-Account”)provided herein.

Collateral Account. (a) The Borrower shall at all times maintain Cash Collateral Investments in Collateral Accounts with a Collateral Value of not less than the Required Amount. If at any time the Required Amount shall exceed (the amount of such excess, the “Collateral Shortfall”) the Collateral Value for three (3) consecutive Business Days, the Agent is hereby authorized to establish shall provide the Borrower notice, by telephone or in writing, of such Collateral Shortfall and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name it shall be a Default unless within three (3) Business Days of the Borrower’s receipt of such notice, no Collateral Agent and pursuant to Shortfall exists as a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time result of (i) the cash proceeds of any of a change in the Collateral (including pursuant Value due to any disposition thereof) to the extent contemplated herein or in any other Loan Document, market fluctuations and/or (ii) a deposit by the cash proceeds Borrower of any Casualty Event with respect to additional Cash Collateral to the extent contemplated herein or Investments in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documentsa Collateral Account. (b) The balance from time to time Cash Collateral Investments held in the a Collateral Account shall constitute part be invested (i) so long as no Default has occurred, at the direction of the Borrower, provided that all such Cash Collateral Investments must be reasonably acceptable to the Agent and shall not constitute payment otherwise permitted by this Agreement, and (ii) following the occurrence and continuation of a Default, at the direction of the Obligations until applied as hereinafter providedAgent. All income from such Cash Collateral Investments shall be retained in a Collateral Account and added to the Collateral. (c) So long as no Event of Default has occurred and is continuing or will result therefromcontinuing, if at any time the Obligations become due and payable hereunder, the Collateral Agent shall, within one Business Day’s Borrower may direct the application of receiving a request all or any part of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit Investments held in the a Collateral Account to or upon for the order of such Credit Partyamount which is due and payable, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) including with respect to any Reimbursement Obligations; provided, however, the LC Sub-Account at such time as all Letters of Credit Agent shall have been terminated and the right, upon five (5) days’ prior notice to the Borrower, to apply all or any part of the liabilities Cash Collateral Investments held in respect of a Collateral Account for the Letters of Credit have been paid amount which is due and payable unless the Borrower shall object in fullwriting and otherwise pay the amount due and payable within such five (5) day period. At any time following Upon the occurrence and during the continuance continuation of an Event of a Default, the Collateral Agent may apply (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide without prior notice to Borrower of such application the Borrower) all or cause to be applied (subject to collection) the balance from time to time outstanding to the credit any part of the Cash Collateral Investments held in a Collateral Account pursuant to the payment of the Obligations and in the manner specified in accordance with Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof8.4. (d) Amounts deposited into So long as no Default or Unmatured Default under Section 7.2 has occurred, at any time the Collateral Account as cover for liabilities in respect Value exceeds (the amount of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as excess, the “LC Sub-Account” (Collateral Excess”) the “LC Sub-Account”)Required Amount, the Borrower can request to receive or otherwise direct the application of such Collateral Excess and the Agent shall release any Lien it has with respect to such Collateral Excess; provided, however, upon the occurrence and continuation of a Default, the Agent shall have sole control over any such Collateral Excess, including the application of such amount pursuant to and in accordance with Section 8.4.

Collateral Account. (a) The Collateral Administrative Agent is hereby authorized to establish and maintain as a blocked account under the sole dominion and control of the Administrative Agent, a restricted Deposit Account designated as “Hexcel Corporation Collateral Account”. All amounts at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, any time held in the Collateral Account shall be beneficially owned by Grantors but shall be held in the name of the Collateral Administrative Agent and pursuant to a Control Agreement (to hereunder, for the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any benefit of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan DocumentSecured Parties, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to for the 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 Secured Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of the Administrative Agent. Each Grantor shall, promptly after initiating a transfer of funds to the occurrence Collateral Account, give notice to the Administrative Agent by telefacsimile of the date, amount and during method of delivery of such deposit. Cash held by the continuance Administrative Agent in the Collateral Account shall not be invested by the Administrative Agent but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of an Event the Board of DefaultGovernors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by the Administrative Agent to its customers for deposits of like amounts and terms. Subject to the Administrative Agent’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that either Borrower is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 15(c) of this Agreement shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by the Administrative Agent until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. The Administrative Agent is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of Credit under any provision Section 15(c) of this Agreement requiring and the Credit Agreement, if any such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Administrative Agent in a separate sub-account designated as to the “LC Sub-Account” (the “LC Sub-Account”)Borrowers or at Company’s direction.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇6▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Agent, a restricted deposit account designated “Ply Gem Industries, Inc. U.S. Collateral Account”. .” Each Credit U.S. Loan Party shall deposit into the U.S. Collateral Account from time to time (i) the cash proceeds of any of the U.S. Security Agreement Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral U.S. Security Agreement Collateral, to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit U.S. Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. The Collateral Agent is hereby authorized to establish and maintain at its office at 6▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent, a restricted deposit account designated “CWD Windows and Doors, Inc. Canadian Collateral Account.” Each Canadian Loan Party shall deposit into the Canadian Collateral Account from time to time (i) the cash proceeds of any of the Canadian Security Agreement Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Canadian Security Agreement Collateral, to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Canadian Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the either Collateral Account shall constitute part of the relevant 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, the Collateral Agent shall, shall within one two Business Day’s Days of receiving a request of the applicable Credit Loan Party for release of cash proceeds constituting (i) from the Collateral Account constituting Net Cash Proceeds from the Collateral Account, relating to any Casualty Event or Asset Sale remit such cash proceeds on deposit in the either Collateral Account to or upon the order of such Credit Loan Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iiiii) with respect to the LC Sub-Account, remit such Net Cash Proceeds on deposit in the LC Sub-Account to or upon the order of such U.S. Loan Party (x) at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullfull or (y) otherwise in accordance with Section 2.18(i). At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the either Collateral Account to the payment of the applicable Obligations in the manner specified in Section 9.03 hereof, hereof subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j2.18(i) and 9.03. The Credit Loan Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the either Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the either Collateral Account shall be invested and reinvested from time to time in Cash Equivalents as the applicable Credit Loan Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determinedetermine by written instruction to the Collateral Agent, or if no such instructions are given, then as the Collateral Agent, in its sole discretion, shall determine which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the applicable Obligations in the manner specified in Section 9.03 hereofhereof subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Section 2.18(i). (d) Amounts deposited into the U.S. Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”) and, subject to Section 2.18(i), all amounts held in the LC Sub-Account shall constitute collateral security to be applied in accordance with Section 2.18(i). (e) Earnings on the amounts deposited in any Collateral Account shall be for the account of the applicable Loan Party and absent any Default will be released to the applicable Borrower upon its request.

Collateral Account. The Borrowers hereby agree that (ai) The upon the payment in full of the Loans and the termination of the Commitments, (ii) if any Event of Default shall occur and be continuing, (iii) upon the termination of the Availability Period whether or not an Event of Default shall have occurred, or (iv) on the Business Day that Lufkin receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans shall have been accelerated, Lenders with LC Exposures representing not less than 25% of the total LC Exposure) demanding the deposit of Cash Collateral Agent is hereby authorized pursuant to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇any provision of this Agreement, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Collateral Administrative Agent and pursuant for the benefit of the Lenders and the Issuing Bank, Cash Collateral in an amount equal to a Control not less than 105% of the total LC Exposure as of such date; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to either Borrower described in clause (h) or (i) of Section 7.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations of the Borrowers and the other Loan Parties under this Agreement (and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for the purposes expressly provided in this Section 7.02, over such account. Other than any interest earned on the investment of such deposits, such investments shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements and fees for which it has not been reimbursed and, to the extent requested)not so applied, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into be held for the Collateral Account from time to time (i) the cash proceeds of any satisfaction of the Collateral (including pursuant to any disposition thereof) to reimbursement obligations of Lufkin for the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the total LC Sub-Account Exposure at such time as all Letters of Credit shall have been terminated and all or, if the maturity of the liabilities in respect Loans has been accelerated (but subject to the consent of Lenders with LC Exposures representing more than 50% of the Letters total LC Exposure), be applied to satisfy the payment of Credit have been paid in fullother obligations of the Borrower under this Agreement. At any time following If the Borrowers are required to provide an amount of Cash Collateral hereunder solely as a result of the occurrence and during the continuance of an Event of Default, such amount (to the Collateral extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived, free of any Lien or other interest in favor of the Administrative Agent, any Lender or the Issuing Bank. The rights of the Administrative Agent and the Lenders under this Section 7.02 may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance exercised from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents at all such times as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent conditions precedent thereto may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofexist. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Pledgors may from time to time deposit any other Loan Document, (ii) the cash proceeds additional amounts that any of any Casualty Event with respect them wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in Sections 3.02(d) and 10 of the Credit Agreement, any other Loan Document, and (iii) any cash such Credit Party Pledgor is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long the respective Pledgor as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02Pledgor shall from time to time instruct. However, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) ), in its (or their) discretion apply and provide notice to Borrower of such application 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 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (orforegoing, after each Pledgor agrees that if the occurrence and during the continuance proceeds of an Event of Defaultany Collateral hereunder shall be received by it, such Pledgor shall as promptly as possible deposit such proceeds into the Collateral Agent) shall determineAccount. Until so deposited, which Cash Equivalents all such proceeds shall be held in trust by such Pledgor for and as the name and be under the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance property of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofPledgor. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇4 World Financial Center, 22nd Floor, New York, NY 10080, Attention: N▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent with a copy to Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, Four Times Square, N▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: R▇▇▇▇▇ ▇. ▇▇▇▇▇ and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Collateral Account”. .” Each Credit Loan Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, and (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Loan Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one two Business Day’s Days of receiving a request of the applicable Credit Loan Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Loan Party, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02, ; (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02 9.02; and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been indefeasibly paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof9.03, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j2.17(j) and 9.03. The Credit Loan Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Loan Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that that, at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof9.03. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized If, notwithstanding the instructions to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant debtors to a Control Agreement (make payments to the extent requested)Lockbox, a restricted deposit account designated “Collateral Account”. Each Credit Party the Borrower receives any payments on Receivables, the Borrower shall deposit such payments into the Collateral Account from time to time (i) Account. Until so deposited, the cash proceeds Borrower shall hold all such payments in trust for and as the property of the Lender and shall not commingle such payments with any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein its other funds or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documentsproperty. (b) The balance from time Amounts deposited in the Collateral Account shall not bear interest and shall not be subject to time withdrawal by the Borrower, except after full payment and discharge of all Obligations. (c) All deposits in the Collateral Account shall constitute part proceeds of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter providedObligations. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance The Lender from time to time outstanding to the credit of at its discretion may, after allowing two (2) Banking Days, apply deposited funds in the Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof, subject, howeverObligations, in the case any order or manner of amounts deposited in the LC Sub-Account, application satisfactory to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdrawLender, transfer or otherwise receive any by transferring such funds deposited in the Collateral Account except to the extent specifically provided hereinLender's general account. (cd) Amounts on deposit All items deposited in the Collateral Account shall be invested from time subject to time in Cash Equivalents as final payment. If any such item is returned uncollected, the applicable Credit Party (Borrower will immediately pay the Lender, or, after for items deposited in the occurrence and during the continuance of an Event of DefaultCollateral Account, the Collateral Agent) shall determinebank maintaining such account, which Cash Equivalents the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be held liable as an endorser on all items deposited in the name and be under the control of the Collateral Agent (Account, whether or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed not in fact endorsed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofBorrower. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “"Collateral Account”". Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one Business Day’s 's of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “"LC Sub-Account” " (the “"LC SubSUB-Account”ACCOUNT").

Collateral Account. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its collateral agent in respect of the Collateral Account and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (b) On or prior to the Initial Funding Date, the Administrative Agent shall establish the Collateral Account. The Collateral Account and all funds and other property therein shall be held in accordance with this Agreement by the Administrative Agent, until released or applied in accordance with the terms hereof. (c) The Borrower, as security for the full, prompt and complete payment and performance when due (whether at stated maturity or otherwise by operation of Section 2.10 hereunder, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges and hypothecates to the Administrative Agent is hereby authorized for the benefit of the Lenders, and grants to establish the Administrative Agent for the benefit of the Lenders a lien on and maintain at security interest in, all of its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇right, ▇▇▇▇▇▇▇▇title and interest in, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇to and under all funds, cash and any cash equivalents from time to time on deposit or held in the Collateral Account and all proceeds thereof. (d) The parties hereto and the Administrative Agent agree: (i) that all items of taxable income or gain realized on the Collateral Account shall be reported as taxable income or gain of the Borrower; (ii) that the Administrative Agent shall issue an IRS Form 1099 (or any successor form) relating to such taxable income or gain to and in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, Borrower; and (iii) that the Borrower shall promptly deliver such certificates and other documents as required by applicable regulation and as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, a completed, executed Form W-9. The Borrower understands that the failure to provide properly completed applicable withholding tax forms may cause the Administrative Agent to become obligated to withhold a portion of any cash such Credit Party is required to pledge as additional collateral security hereunder distributions of the Collateral Account pursuant to applicable provisions of the Loan DocumentsCode. The Administrative Agent shall be responsible only for income reporting to the Internal Revenue Service with respect to income earned on the Collateral Account. The Administrative Agent shall have no other duties or responsibilities with respect to administering tax withholding, payments or reporting for persons receiving distributions pursuant to this Agreement. Notwithstanding the foregoing, the Administrative Agent may report and withhold any taxes as it determines may be required by any law or regulation in effect at the time of the distribution. (be) The balance from time It is understood and agreed that the Administrative Agent shall have no obligation to time invest any of the funds in the Collateral Account, provided that all interest and other amounts earned on the deposits shall be deposited in the Collateral Account shall constitute part and only be released and applied in accordance with the terms hereof (including Sections 2.10(c) and 4.03). (f) On the Transaction Closing Date, subject only to the satisfaction 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 therefromconditions specified in Section 4.03 hereof, the Collateral Lenders hereby authorize Administrative Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for to release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit all funds in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth Borrower for uses specified in Section 9.025.08(a); provided however, (ii) Net Cash Proceeds from any sale if the Transaction Closing Date does not occur on or other disposition of Collateral from prior to the Collateral AccountEarly Commitment Termination Date, remit the Borrower irrevocably instructs the Administrative Agent to apply such cash proceeds on deposit funds in the Collateral Account, so long as such Credit Party has satisfied Account for the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 prepayment of the Obligations in the manner specified in accordance with Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”2.10(c).

Collateral Account. (a) The Collateral Agent Trustee is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in receive any funds for the name benefit of the Holders distributed under the Collateral Agent Documents, and pursuant to a Control Agreement (make further distributions of such funds to the extent requested), a restricted deposit account designated “Holders according to the provisions of this Indenture and the Collateral Account”Documents. Each Credit Party shall deposit Any principal and interest payments on the Intercompany Note that have been deposited into the Collateral Account from time shall be transferred to time (i) the cash proceeds of any Paying Agent for payment of the Collateral (including pursuant to any disposition thereof) to corresponding payment on the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan DocumentsSecurities. (b) The balance from time Prior 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 therefromIssue Date, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from Trustee shall have established the Collateral Account, remit such which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, Intercompany Note Payments, foreclosures of or sales of the Collateral, the VAW-IMCO Redemption Payment, issuances of Additional Securities and other awards or proceeds on deposit in pursuant to the Collateral Account to or upon the order of such Credit PartyDocuments, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02including earnings, (ii) Net Cash Proceeds from any sale or other disposition of Collateral revenues, rents, issues, profits and income from the Collateral Account, remit such cash proceeds on deposit in received pursuant to the Collateral AccountDocuments, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to and thereafter shall be held, applied and/or disbursed by the extent specifically provided hereinTrustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.5(a). (c) Amounts Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder, such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. Provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on deposit any investment of funds in the Collateral Account shall be invested from time credited to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Account. The Trustee shall determine, which Cash Equivalents shall be held have no liability for any loss incurred in the name and be under the control of the Collateral Agent (connection with any investment or any sub-agent); provided that at any time after sale, liquidation or redemption thereof made in accordance with the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision provisions of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”Section 11.5(c).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Agent, a restricted deposit account designated “"▇▇▇▇▇▇▇, Inc. Collateral Account”. Each Credit Party ." The Company and each Loan Party, as applicable, shall deposit into the Collateral Account from time to time (i) the cash proceeds Net Cash Proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Credit Document, (ii) the cash proceeds Net Cash Proceeds of any Casualty Event with respect to Collateral Collateral, to the extent contemplated herein or in any other Loan Credit Document, and (iii) any cash such Credit Party Person is required to pledge as additional collateral security hereunder pursuant to the Credit Documents. Notwithstanding any of the provisions of this Agreement to the contrary (including, without limitation, the provisions of the immediately preceding sentence), neither the Company not any other Loan DocumentsParty shall make any deposit to the Collateral Account prior to the Discharge of the First Lien Obligations. (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 therefromcontinuing, the Collateral Agent shall, shall within one two Business Day’s Days of receiving a request of the applicable Credit Party Company for release of cash proceeds from the Collateral Account constituting (i) Net Cash Proceeds from the Collateral Account, relating to any Asset Sale or Extraordinary Receipts relating to any Casualty Event remit such cash proceeds on deposit in the Collateral Account to the Company or upon a Restricted Subsidiary of the order of such Credit PartyCompany, as instructed by the Company, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall 8.2 have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullsatisfied. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.038.3. The Credit Parties Company shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested from time to time in Cash Equivalents as the applicable Credit Party Company (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determinedetermine by written instruction to the Collateral Agent, or if no such instructions are given, then as the Collateral Agent, in its sole discretion, shall determine which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof8.3. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Company is required to pay to Secured Party an amount (the “Aggregate Available Amount”) equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the “Maximum Available Amount”) to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the-Collateral Account an amount described above, Secured Party shall apply the amount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as provided in Section 9.03 hereof. (d) Amounts deposited into 17, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Administrative Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Company may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in any other Loan DocumentSections 3.02(c) and 10 of the Credit Agreement, and (iii) any cash such Credit Party it is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Company as the Company shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 9.03 5.09 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Company agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Company for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofCompany. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is ------------------ continuing or will result therefromand, in accordance with Section 8.2 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "Aggregate Available Amount") -------------------------- equal to the maximum amount that may at any time be drawn under all Lender Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Cash Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Cash Collateral Account as aforesaid is less than the Aggregate Available Amount, the Collateral Agent shall, within one Business Day’s aggregate amount so delivered by Company shall be apportioned among all outstanding Lender Letters of receiving a request Credit for purposes of this Section in accordance with the ratio of the applicable maximum amount available for drawing under each such Lender Letter of Credit (as to such Lender Letter of Credit, the "Maximum ------- Available Amount") to the Aggregate Available Amount. Upon any drawing under any ---------------- outstanding Lender Letter of Credit in respect of which Company has deposited in the Cash Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for release the amount of cash proceeds constituting (i) Net such drawing. In the event of cancellation or expiration of any Lender Letter of Credit in respect of which Company has deposited in the Cash Proceeds from Collateral Account any amounts described above, or in the Collateral Accountevent of any reduction in the Maximum Available Amount under such Lender Letter of Credit, remit such cash proceeds Secured Party shall apply the amount then on deposit in the Cash Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Lender Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Lender Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Lender Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Lender Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Agent a Collateral Account in the name and under the exclusive dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”Agent. Each Credit Party There shall deposit into the Collateral Account be deposited from time to time (i) into such account the cash proceeds of any of the Collateral (including required to be delivered to the Agent pursuant to any disposition thereofSECTION 6(B) to the extent contemplated herein hereof or in any other Loan Document, (ii) provision of this Agreement. Any income received by the cash proceeds of any Casualty Event Agent with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time standing to the credit of the Collateral Account, including any interest or capital gains on investments of amounts on deposit in the Collateral Account, shall remain, or be deposited, in the Collateral Account together with any investments from time to time made pursuant to subsection (c) of this SECTION 6, shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed requested by the Required Lenders as specified hereinAgent, shalleach Grantor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (i) directly to the Agent (by instructing that such payments be remitted to a post office box which shall be in its the name and under the exclusive dominion and control of the Agent) or (ii) to one or their) discretion apply more other banks in any state in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and provide notice to Borrower under the exclusive dominion and control of such application bank) under a Lockbox Letter substantially in the form of EXHIBIT C hereto duly executed by each Grantor and such bank or cause to be applied (subject to collection) the balance from time to time outstanding under other arrangements, in form and substance reasonably satisfactory to the credit Agent, pursuant to which such Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Agent for deposit into the Collateral Account to or as the payment Agent may otherwise instruct such bank, and thereafter if the proceeds of any Collateral shall be received by any of the Obligations in the manner specified in Section 9.03 hereofGrantors, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in such Grantor will promptly deposit such proceeds into the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (orand until so deposited, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents all such proceeds shall be held in trust by such Grantor for and as the name and be under the control property of the Collateral Agent (Agent, for the benefit of itself and the Lenders and shall not be commingled with any other funds or any sub-agent); provided that at property of such Grantor. At any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any itself so instruct each Grantor's Account Debtors. All such Cash Equivalents and to apply or cause to be applied the proceeds thereof payments made to the payment of the Obligations Agent shall be deposited in the manner specified in Section 9.03 hereofCollateral Account. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. The Administrative Agent may establish with Chase a cash collateral account (athe "COLLATERAL ACCOUNT") The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name and under the control of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Company may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge Administrative Agent for the benefit of the Lenders as additional collateral security hereunder pursuant to (it being understood and agreed that ordinary dividends payable on the Loan Documents. (b) Pledged Stock shall not constitute cash proceeds). The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance standing to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Company as the Company shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 10.03 of the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 9.03 5.09 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time under the sole dominion and control of the Administrative Agent and subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Company agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Company shall as promptly as possible deposit such proceeds into the Collateral Account to the extent such proceeds are required to be delivered to the Administrative Agent pursuant hereto. Until so deposited, all such proceeds shall be held in trust by the name Company for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofCompany. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, in accordance with Article 9 of the Credit Agreement, the Collateral Agent shallGrantors are required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, within one Business Day’s of receiving a request of the applicable Credit Party US Funds Administrator shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by the Funds Administrators for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by the Funds Administrators shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which the Funds Administrators have deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which the Funds Administrators have deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which the Funds Administrators have failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Borrower hereby establishes with the Agent a separate cash collateral account (the "Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Account") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant such amounts as required to any disposition thereof) be paid to the extent contemplated herein Agent under Section 2.09, 3.01 or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents10.01 hereof. (b) As collateral security for the prompt payment in full when due (whether at stated maturity, upon mandatory or optional prepayment, pursuant to requirements for cash collateral or otherwise) of the Reimbursement Obligations, interest thereon, and all obligations of the Borrower under the Letter of Credit Documents relating to Letters of Credit and under Section 2.10(g) hereof (whether or not then outstanding or due and payable) (such obligations being herein collectively called the "Secured Letter of Credit Obligations"), the Borrower hereby pledges and grants to the Agent, for the benefit of the Issuing Bank, the Revolving Credit Lenders and the Agent as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balance balances from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the any Secured Letter of Credit Obligations until applied by the Agent as hereinafter providedprovided herein. So long as no Event of Default has occurred and is continuing or will result therefromAnything in this Agreement to the contrary notwithstanding, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds held in the Collateral Account shall be subject to or upon the order of such Credit Party, so long withdrawal only as such Credit Party has satisfied the conditions relating thereto set forth provided in Section 9.02, (ii2.09(f) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit hereof and in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in this Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein10.02. (c) Amounts on deposit in the Collateral Account shall be invested from time to time and reinvested by the Agent in Cash Equivalents such Permitted Investments as the applicable Credit Party Borrower shall determine in its sole discretion, provided that (or, after i) failing receipt by the occurrence and during Agent of instructions from the continuance of an Event of DefaultBorrower, the Collateral AgentAgent may invest and reinvest such amounts as the Agent shall determine in its sole discretion and (ii) the approval of the Agent shall determine, which Cash Equivalents be required for the investments and reinvestments to be made during any period while a Default has occurred and is continuing. All such investments and reinvestments shall be held in the name and be under the control of the Collateral Agent Agent. (or any sub-agent); provided that at any time after the occurrence and during the continuance of d) If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may (and, if instructed by the Required Lenders as specified hereinMajority Revolving Credit Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the proceeds thereof Collateral Account to the Credit Agreement payment of any of the Secured Letter of Credit Obligations in the manner specified in Section 9.03 hereofdue and payable. (de) Amounts deposited into If (i) no Default has occurred and is continuing and (ii) all of the Secured Letter of Credit Obligations have been paid in full, the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as cover for liabilities exceed the aggregate undrawn face amount of the Letters of Credit. When all of the Secured Letter of Credit Obligations shall have been paid in respect of full and all Letters of Credit under have expired or been terminated, the Agent shall promptly deliver to the Borrower, against receipt but without any provision of this Agreement requiring such cover shall be held by recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account. (f) The Borrower shall pay to the Agent in a separate sub-account designated from time to time such fees as the “LC Sub-Account” (Agent normally charges for similar services in connection with the “LC Sub-Account”)Agent's administration of the Collateral Account and investments and reinvestments of funds therein.

Collateral Account. The Administrative Agent will cause to be established at one or more banking institutions to be selected by the Administrative Agent accounts (a) The collectively, the "Collateral Account"), which shall be one or more Securities Accounts and Deposit Accounts, each in the name and under the sole dominion and control of the Administrative Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇and, in the name case of a Securities Account, in respect of which the Collateral Administrative Agent and pursuant to a Control Agreement (to is the extent requested)Entitlement Holder, a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant proceeds of insurance thereon) required to any disposition thereof) be delivered to the extent contemplated herein Administrative Agent pursuant hereto or that, as provided in Section 2.05(k) or Section 6.21(d) of the Credit Agreement, any other Loan Document, (ii) of the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is Obligors are required to pledge as additional cash collateral security hereunder pursuant or otherwise deposit into the Collateral Account. The Financial Assets and other property and balances credited to the Loan Documents. (b) The balance Collateral Account from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no provided (a) in the next sentence with respect to an Event of Default has occurred and is continuing Default, (b) with respect to the amount of the LC Exposure Sub-Account or will result therefromthe Special Reserve Sub-Account or (c) with respect any property deposited to the Collateral Account in connection with a Disposition as required by Section 6.21(d) of the Credit Agreement (for a period ending on the Initial Settlement Date in respect of such Disposition, if any), the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance standing to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Lead Borrower shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.035.09. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal and application only as the applicable Credit Party provided herein (orincluding this Section and Sections 4.04, after the occurrence 4.05 and during the continuance of an Event of Default5.09) and, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control case of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Special Reserve Sub-Account” (, Sections 2.20 and 5.03 of the “LC Sub-Account”)Credit Agreement.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in established with the name of Administrative Agent a cash collateral account (the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) in the name and under the control of the Administrative Agent into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant required to any disposition thereof) be delivered to the extent contemplated herein or in Administrative Agent pursuant hereto and into which the Parent may from time to time deposit any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect additional amounts that it wishes to Collateral pledge to the extent contemplated herein Administrative Agent for the benefit of the Lenders as additional collateral security hereunder or that, as provided in any other Loan DocumentSections 3.02(d) and 10 of the Credit Agreement, and (iii) any cash such Credit Party it is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Administrative Agent shall, within one Business Day’s shall remit the collected balance outstanding to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Partythe Parent as the Parent shall from time to time instruct. However, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified hereinin Section 11.03 of the Credit Agreement, shall) ), in its (or their) discretion apply and provide notice to Borrower of such application 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 9.03 5.9 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as provided herein. In addition to the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultforegoing, the Parent agrees that if the proceeds of any Collateral Agent) hereunder shall determinebe received by it, which Cash Equivalents the Parent shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the name Parent for and be under as the control property of the Collateral Administrative Agent (and shall not be commingled with any other funds or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment property of the Obligations in the manner specified in Section 9.03 hereofParent. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Administrative Agent a Collateral Account in the name and under the exclusive dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”Administrative Agent. Each Credit Party There shall deposit into the Collateral Account be deposited from time to time (i) into such account the cash proceeds of any of the Collateral (including required to be delivered to the Administrative Agent pursuant to any disposition thereofSection 6(b) to the extent contemplated herein or in any other Loan Document, (ii) provision of this Agreement. Any income received by the cash proceeds of any Casualty Event Administrative Agent with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time on deposit in the Collateral Account, including any interest or capital gains on investments of amounts on deposit in the Collateral Account, shall remain, or be deposited, in the Collateral Account together with any investments from time to time made pursuant to Section 6(c), shall vest in the Administrative Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed requested by the Required Lenders as specified hereinAdministrative Agent, shalleach Grantor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (i) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in its the name and under the exclusive dominion and control of the Administrative Agent) or (ii) to one or theirmore banks in any state in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the exclusive dominion and control of any such bank) discretion apply under a Lockbox Letter substantially in the form of Annex I hereto duly executed by each Grantor and provide notice any such bank or under other arrangements, in form and substance reasonably satisfactory to Borrower the Administrative Agent, pursuant to which such Grantor shall have irrevocably instructed such bank (and such bank shall have agreed) to remit all proceeds of such application or cause to be applied (subject to collection) the balance from time to time outstanding payments directly to the credit of Administrative Agent for deposit into the Collateral Account to or as the payment Administrative Agent may otherwise instruct such bank, and thereafter if the proceeds of any Collateral shall be received by any of the Obligations in the manner specified in Section 9.03 hereofGrantors, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in such Grantor will promptly deposit such proceeds into the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (orand until so deposited, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents all such proceeds shall be held in trust by such Grantor for and as the name and be under the control property of the Collateral Agent (Administrative Agent, for the benefit of itself and the Lenders, and shall not be commingled with any other funds or any sub-agent); provided that at property of such Grantor. At any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may itself so instruct each Grantor's Account Debtors. All such payments made to the Administrative Agent shall be deposited in the Collateral Account. (and, if instructed by c) Amounts on deposit in the Required Lenders as specified herein, shall) in its (or their) discretion at any time Collateral Account shall be promptly liquidated and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof10. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent There is hereby authorized established with the Collateral Agent, with respect to establish and maintain at each Lien Grantor, a cash collateral account (its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, “Collateral Account”) in the name and under the exclusive control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following after the occurrence and during the continuance of an Actionable Event of Default and upon notice from the Collateral Agent that it elects to exercise the remedies provided in this Section 8 the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 8(b) hereof or any other provision of any Security Document. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of each Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All cash amounts on deposit in each Collateral Account from time to time after the occurrence and during the continuance of an Actionable Event of Default, together with any Liquid Investments from time to time made pursuant to Section 8(d) hereof, shall at all times be within the exclusive possession, dominion and control of the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (b) If an Actionable Event of Default shall have occurred and be continuing and if so requested by the Required Lenders, each Lien Grantor shall instruct all account debtors and other Persons obligated in respect of all Accounts then included in the Collateral to make all payments in respect of the Accounts either (i) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name of such Lien Grantor (with a notation that proceeds held therein are held in trust for and subject to the Liens of the Secured Parties) and under the control of the Collateral Agent) or (ii) under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which such Lien Grantor shall have irrevocably instructed such account debtors or other Persons obligated in respect of all Accounts (and such account debtor or other Person shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in such Lien Grantor’s Collateral Account. In addition to the foregoing, such Lien Grantor agrees that if the proceeds of any Collateral hereunder (andincluding the payments made in respect of Accounts) are received by it at a time when the foregoing provisions of this Section 8(b) are in effect, such Lien Grantor shall as promptly as possible deposit such proceeds into its Collateral Account. Until so deposited into the Collateral Account, all such proceeds shall, during the continuation of such Actionable Event of Default, be held in trust by such Lien Grantor for the Secured Parties and shall not be commingled with any other funds or property of such Lien Grantor. (c) Upon acceleration of the Loans in accordance with the terms of the Credit Agreement, the Collateral Agent shall, if so instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of the balance from time to time outstanding standing to the credit of the each Collateral Account to the payment of the Obligations in the manner specified in Section 9.03 hereof14. (d) If an Actionable Event of Default shall have occurred and be continuing, subject, however, amounts on deposit in the case of amounts deposited in the LC Sub-each Collateral Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited extent not applied in the Collateral Account except manner specified in Section 14 pursuant to the extent specifically provided herein. paragraph (c) Amounts on deposit in the Collateral Account above, shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) relevant Lien Grantor shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinLenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by 14, and provided further that the Collateral Agent shall, if so instructed by the relevant Lenders in a separate sub-account designated as the “LC Sub-Account” (manner specified in Section 9.02 of the “LC Sub-Account”)Credit Agreement, liquidate any such Liquid Investments and release the proceeds thereof to the relevant Lien Grantor.

Collateral Account. (a) The Collateral Agent is hereby authorized will cause to establish and maintain be established at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇JPMorgan Chase Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in N.A. a cash collateral account (the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ), which (i) to the extent of all Investment Property or Financial Assets (other than cash) shall deposit into be a “securities account” (as defined in Section 8-501 of the Uniform Commercial Code) in respect of which the Collateral Account Agent shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the Uniform Commercial Code) and (ii) to the extent of any cash, shall be a deposit account (as defined in Section 9-102(29)) of the Uniform Commercial Code and into which there shall be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant proceeds of insurance thereon) required to any disposition thereof) be delivered to the extent contemplated herein or in Collateral Agent pursuant hereto and into which the Grantors may from time to time deposit any other Loan Document, (ii) the cash proceeds additional amounts that any of any Casualty Event with respect them wishes to Collateral pledge to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge Collateral Agent for the ratable benefit of the Secured Parties as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long Except as no Event of Default has occurred and is continuing or will result therefromexpressly provided in the next sentence, the Collateral Agent shall, within one Business Day’s shall remit the collected balance standing to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long the respective Grantor as such Credit Party has satisfied Grantor through the conditions relating thereto set forth in Section 9.02Borrower shall from time to time instruct. However, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified hereinin Article IX of the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.035.10. The Credit Parties shall have no right balance from time to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit time in the Collateral Account shall be invested from time subject to time in Cash Equivalents withdrawal only as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized Borrower also agrees to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)with Custodian, a restricted deposit account designated “Collateral Account to be titled, "Jefferson Bank Collateral Account Re: Neose Technologies, Inc." (the "Collateral Account”"). Each Credit Party shall deposit into Borrower hereby assigns and pledges to Bank, and grants to Bank a first priority security interest in, all of Borrower's right, title and interest in, the Collateral Account and all Securities therein, whether now owned or hereafter acquired, and any and all proceeds thereof. Bank shall possess all right, title and interest in the Collateral Account and any and all Securities transferred or deposited therein, from time to time time, and Bank shall be the "entitlement holder" (as such term is defined in ss.8102 of the Pennsylvania Uniform Commercial Code). Custodian shall: (i) transfer Borrower's position with respect to the cash proceeds of any Collateral Account to Bank on Custodian's books (such entry shall satisfy both ss.8106(d)(1) of the Pennsylvania Uniform Commercial Code and ss.8313(1)(d) of the Uniform Commercial Code in effect in the State of New York); (ii) comply with entitlement orders from Bank without the further consent of Borrower; and (iii) send Bank confirmation of all purchases of Securities placed in the Collateral (including pursuant Account. Custodian shall be Bank's agent for the purpose of holding any and all Securities in the Collateral Account and their proceeds. The Collateral Account is and shall be under the sole dominion and control of Bank, and neither Borrower, nor any person or entity claiming by, through or under Borrower, shall have any control over the use of, or any right to withdraw any disposition thereof) amount of the Securities from the Collateral Account. The Collateral Account is identified in detail on Schedule "B" attached hereto and made a part hereof. The Collateral Account shall also constitute the "Bank's Pledge Account B", described in the Borrower Reimbursement Agreement. Notwithstanding anything to the extent contemplated herein contrary herein, Borrower may enforce the obligations of Custodian as set forth in paragraph 3(c) below, and may direct investments in the Collateral Account so long as no "Event of Default" exists and is continuing under the Note or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (iiparagraph 4(a) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided hereinbelow. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent Trustee is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in receive any funds for the name benefit of the Collateral Agent Holders distributed under, and pursuant in accordance with, the Security Documents, and to a Control Agreement (make further distributions of such funds to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) Holders according to the extent contemplated herein or in any other Loan Documentprovisions of this Indenture, (ii) the cash proceeds of any Casualty Event with respect to Collateral to Security Documents and the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan DocumentsIntercreditor Agreements. (b) The balance Issuers shall establish with the Collateral Agent the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Collateral Account shall be a trust account and shall be established and maintained by the Collateral Agent at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All Net Proceeds from time to time Asset Sales and Events of Loss in respect of Note Priority Collateral, in an aggregate amount in excess of $50.0 million, including earnings, revenues, rents, issues, profits and income therefrom and interest earned thereon, shall be deposited in the Collateral Account and thereafter shall constitute part be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Indenture (including, without limitation, at the direction of the Issuers to make any application or disbursement permitted by Section 3.5, Section 6.10 and Section 11.8(a)). In connection with any and all deposits to be made into the Collateral Accounts under this Indenture or the Security Documents, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying the Collateral Account to receive such deposit and directing the Trustee and/or the Collateral Agent to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall not have occurred and be continuing, the Issuers may direct the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute payment Cash Equivalents and that no Event of the Obligations until applied as hereinafter providedDefault shall have occurred and be continuing. So long as no Event of Default has shall have occurred and is continuing or will result therefrombe continuing, the Issuers may direct the Collateral Agent shallto sell, within one Business Day’s liquidate or cause the redemption of receiving a request any such investments, such direction to certify that no Event of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit Default shall have been terminated occurred and all be continuing. Any gain or income on any investment of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time credited to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Account. The Collateral Agent (shall have no liability for any loss incurred in connection with any investment or any sub-agent); provided that at any time after sale, liquidation or redemption thereof made in accordance with the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision provisions of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”Section 11.8(c).

Collateral Account. (ai) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Agent a cash collateral account (the "COLLATERAL ACCOUNT") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in and any other Loan Document, (ii) the cash proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event with respect casualty or disposition affecting any property of the Debtor or any of its Subsidiaries (whether received by the Agent or by the Debtor) required to Collateral be delivered to the extent contemplated herein Agent pursuant hereto or in the Credit Agreement and into which the Debtor may from time to time deposit any other Loan Document, and (iii) any cash such Credit Party is required additional amounts that the Debtor wishes to pledge to the Agent for the benefit of the Secured Parties as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Obligations until applied as hereinafter provided. (ii) The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided in this subparagraph (ii), subparagraph (iv) below and in the Credit Agreement (including, without limitation, SECTIONS 1.06 and 6.02 of the Credit Agreement). So long as no Unless an Event of Default has shall have occurred and is continuing or will result therefromshall be continuing, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting shall (i) Net Cash Proceeds from the Collateral Accountexcept as otherwise provided herein), remit such cash proceeds on deposit in the collected balance outstanding to the credit of the Collateral Account to or upon the order of such Credit Partythe Debtor, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds Debtor shall from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect time to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullinstruct. At any time following Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders Secured Parties as specified hereinin the Credit Agreement, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03SECTION 13. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited Deposits in the Collateral Account except that constitute any proceeds of insurance, condemnation award or other compensation in respect of any casualty or other event of the type referred to in SECTION 1.06(B) of the Credit Agreement (a "CASUALTY EVENT"), or the proceeds of any disposition of the type referred to in SECTION 1.06(D) of the Credit Agreement, in each case affecting any property of the Debtor, shall be subject to withdrawal and release only as provided in subsection (iv) below and SECTIONS 1.06(B) and (D), resepctively, of the Credit Agreement. Following the occurrence of any Default, the Agent shall have no obligation to release any of such proceeds to the Debtor for restoration or repair of damaged property. (iii) Promptly following the occurrence of any Casualty Event affecting any property of the Debtor (whether or not such property is Collateral hereunder) resulting in losses aggregating $500,000 or more, the Debtor shall give prompt notice thereof to the Agent and, to the extent specifically provided hereinany proceeds of insurance, condemnation award or other compensation received as a result of such casualty are to be paid to the Agent, shall cause such proceeds to be paid to the Agent for deposit into the Collateral Account, as additional collateral security for the payment of the Obligations. To the extent the Agent shall receive proceeds of any such Casualty Event resulting in a loss of less than $500,000, the Agent will, so long as no Default shall have occurred, remit such proceeds to the Debtor, PROVIDED, THAT, the provisions of SECTION 6.02(B) of the Credit Agreement shall have been satisfied. (civ) Amounts on deposit With respect to any proceeds that are required to be paid into the Collateral Account pursuant to subparagraphs (ii) and (iii) above, the Agent may, at its option, if no Default has occurred, elect to apply any proceeds of insurance, condemnation award or other compensation received as a result of such Casualty Event either: (i) to the restoration and repair of the property affected by such Casualty Event (the "DAMAGED PROPERTY"); or (ii) to the prepayment of the Loans in the manner and to the extent specified in SECTION 1.06(B) of the Credit Agreement. In all other cases, if no Default has occurred, the Debtor may, at its option, to be exercised by delivery of notice to the Agent within one hundred eighty (180) days of the respective Casualty Event, elect to apply any proceeds of insurance, condemnation award or other compensation received as a result of such Casualty Event either: (i) to the restoration and repair of the Damaged Property; or (ii) to the prepayment of the Loans in the manner and to the extent specified in SECTION 1.06(B) of the Credit Agreement. Failure of the Debtor to make such an election within one hundred eighty (180) days after the date of any such Casualty Event shall constitute an election to so apply such proceeds to the prepayment of the Loans as aforesaid. (v) If the Debtor or Agent elects to so restore and repair the Damaged Property, any such proceeds (and any earnings thereon) held in the Collateral Account shall be invested from time applied to time the restoration and repair of the Damaged Property and advanced by the Agent in Cash Equivalents periodic installments upon compliance by the Debtor with such reasonable conditions to disbursement as may be imposed by the applicable Credit Party Agent, including, but not limited to, reasonable retention amounts and receipt of lien releases and joint checks payable to the Debtor and any contractors, subcontractors and materialmen to whom payment is owed in connection with any restoration, repair and replacement of the Damaged Property. (or, after vi) Following the occurrence and during the continuance of an Event of any Default, the Collateral Agent) Agent shall determinehave no obligation to release any of such proceeds to the Debtor for restoration or repair of Damaged Property. All insurance proceeds remaining after the payment for restoration and repair of Damaged Property pursuant to this Section may, which Cash Equivalents shall be held in at the name and be under the control option of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of DefaultAgent, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment prepayment of the Obligations Loans in the manner and extent specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).SECTION

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Administrative Agent a Collateral Account in the name and under the exclusive dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”Administrative Agent. Each Credit Party There shall deposit into the Collateral Account be deposited from time to time (i) into such account the cash proceeds of any of the Collateral (including required to be delivered to the Administrative Agent pursuant to any disposition thereofSection 6(b) to the extent contemplated herein or in any other Loan Document, (ii) provision of this Agreement. Any income received by the cash proceeds of any Casualty Event Administrative Agent with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time on deposit in the Collateral Account, including any interest or capital gains on investments of amounts on deposit in the Collateral Account, shall remain, or be deposited, in the Collateral Account together with any investments from time to time made pursuant to Section 6(c), shall vest in the Administrative Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed requested by the Required Lenders as specified hereinAdministrative Agent, shalleach Grantor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (i) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in its the name and under the exclusive dominion and control of the Administrative Agent) or (ii) to one or theirmore banks in any state in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the exclusive dominion and control of any such bank) discretion apply under a Lockbox Letter substantially in the form of Annex I hereto duly executed by each Grantor and provide notice any such bank or under other arrangements, in form and substance reasonably satisfactory to Borrower the Administrative Agent, pursuant to which such Grantor shall have irrevocably instructed such bank (and such bank shall have agreed) to remit all proceeds of such application or cause to be applied (subject to collection) the balance from time to time outstanding payments directly to the credit of Administrative Agent for deposit into the Collateral Account to or as the payment Administrative Agent may otherwise instruct such bank, and thereafter if the proceeds of any Collateral shall be received by any of the Obligations in the manner specified in Section 9.03 hereofGrantors, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in such Grantor will promptly deposit such proceeds into the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (orand until so deposited, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents all such proceeds shall be held in trust by such Grantor for and as the name and be under the control property of the Collateral Administrative Agent, for the benefit of the Lenders, the Administrative Agent (and Infogrames U.S., and shall not be commingled with any other funds or any sub-agent); provided that at property of such Grantor. At any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may itself so instruct each Grantor's Account Debtors. All such payments made to the Administrative Agent shall be deposited in the Collateral Account. (and, if instructed by c) Amounts on deposit in the Required Lenders as specified herein, shall) in its (or their) discretion at any time Collateral Account shall be promptly liquidated and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof11. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 425 Lexington Avenue, New York, New York 10017, or at such other loc▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇al Agent shall choose, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit sub-account designated “"Atrium Companies Collateral Account”" (the "Collateral Account"). Each Credit Party Obligor shall deposit into the Collateral Account from time to time (i) the cash proceeds Net Available Proceeds of any of the Collateral (including pursuant Casualty Event or Disposition Event with respect to any disposition thereof) Collateral, to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Credit Document, and (iiiii) any cash such Credit Party Obligor is required to pledge as additional collateral security hereunder pursuant to the Loan Credit Documents. (ba) 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, the Collateral Agent shall, shall within one Business Day’s Day of receiving a request of the applicable Credit Party Obligor for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, Account constituting Net Available Proceeds relating to any Casualty Event or Disposition Event remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit PartyObligor, so long as such Credit Party Obligor has satisfied the conditions relating thereto set forth in Section 9.02, 12.02 and (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account, remit such cash on deposit in the LC Sub-Account to or upon the order of such Obligor (x) at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullfull or (y)in the case of amounts deposited pursuant to the last paragraph of Section 10, within one Business Day after all Events of Default have been cured or waived. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Majority Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, 12.03 hereof subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(jclause (y) of the preceding sentence and 9.03Section 12.03. The Credit Parties Obligors shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (cb) Amounts on deposit in the Collateral Account shall be invested and reinvested from time to time in Cash Equivalents Permitted Investments as the applicable Credit Party Obligor (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determinedetermine by written instruction to the Collateral Agent, or if no such instructions are given, then as the Collateral Agent, in its sole discretion, shall determine which Cash Equivalents Permitted Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Majority Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Permitted Investments and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof12.03 hereof subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Section 12.01(b). (dc) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters Letter of Credit Liabilities under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “"LC Sub-Account” " (the “"LC Sub-Account”)") and all amounts held in the LC Sub-Account shall constitute collateral security first for Letter of Credit Liabilities outstanding from time to time and second for the other Obligations hereunder (x) until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full or (y) or in the case of amounts deposited pursuant to the last paragraph of Section 10, until three Business Days after all Events of Default have been cured or waived.

Collateral Account. (a) The Company shall at all times maintain the Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Account with the Bank (provided, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in that the name Company shall have no liability under this Section 6.10(a) for any failure of the Collateral Agent and pursuant Bank to a Control Agreement (to maintain the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party ) and ensure that (i) upon the occurrence and during the continuation of any Default or Event of Default, the full amount of any payment to be received by the Company under the Pledged Note shall deposit be paid directly by Consumer Products into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, and (ii) (A) the cash proceeds full amount of any Casualty Event with respect proceeds to Collateral be received by Revlon International upon any sale or other disposition of the Pledged Stock (except upon sale or other disposition to a Qualified Subsidiary) up to an amount equal to the extent contemplated herein outstanding amount of the Loan together with all other amounts payable under this Agreement, the Note or in any other Operative Agreement, shall be deposited in the Collateral Account immediately after its receipt by Revlon International, (B) the full amount of the proceeds to be received by the Mortgagor in connection with any purchase and sale or other disposition (except to a Qualified Subsidiary) of the Property or from any insurance proceeds in respect of the Property up to an amount equal to the outstanding amount of the Loan Documenttogether with all other amounts payable under this Agreement, the Note or any other Operative Agreement, shall be deposited in the Collateral Account immediately after its receipt by the Mortgagor and, in each case described in clauses (ii), (A) and (iiiB) on the date of such purchase and sale or other disposition or receipt of insurance proceeds, irrespective of whether such date of receipt of the payment or the proceeds shall occur on the last day of an Interest Period; provided, that the Company hereby authorizes the Bank to block the withdrawal from and to retain in the Collateral Account during the term of this Agreement all amounts deposited therein and the Company hereby also authorizes the Bank to withdraw any and all amounts in the Collateral Account and to apply such amounts to payment of principal, interest or any other amounts then due and payable under this Agreement or the Note (whether by acceleration, repayment obligation pursuant to Section 2.06 or otherwise), immediately after such amounts are deposited in the Collateral Account provided that, any amount then standing in the Collateral Account in excess of the sum of (x) the outstanding amount of the Loan and (y) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant interest and other amounts due and payable to the Loan DocumentsBank under this Agreement, the Note and the other Operative Agreements shall be released to the Company or to whomever may be entitled to the same under applicable law. (b) The balance Company agrees that the account book and any other documents evidencing the Collateral Account shall be delivered to and held by the Bank as collateral on such terms and conditions as the Bank deems fit and the Company agrees, at its own expense, to execute and deliver from time to time such agreements or instruments and to perform such acts as the Bank may reasonably request to effect the purposes of this Section 6.10 and to secure and perfect all rights and security interests to be conferred on the Bank by the terms of this Agreement in the Collateral Account shall constitute part respect of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter providedAccount. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from In connection with any sale or other disposition contemplated by clause (a)(ii) above, the Company understands and agrees that the Bank is under no obligation to release the Lien of Collateral from the Collateral Account, remit such cash proceeds on deposit Mortgage or of the Stock Pledge Agreement except upon the prior or concurrent payment in full of the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated Loan and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of other amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be owed under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by and the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Note.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Agent a cash collateral account (the "COLLATERAL ACCOUNT") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of the Collateral required to be delivered to the Agent pursuant to any provision of the Financing Documents, but not moneys received by the Agent for deposit in the Segregated Collateral Account. Any income received by the Agent with respect to the balance from time to time standing to the credit of the Collateral (Account, including pursuant to any disposition thereof) interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to Section 9(B) shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (cb) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Borrower shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that at any time after the occurrence and during the continuance of that, if an Event of DefaultDefault has occurred and is continuing, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinBanks, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof. 14. For this purpose, "LIQUID INVESTMENTS" means Temporary Cash Investments; provided that (di) Amounts deposited into each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Account as cover Agent and (ii) in order to provide the Agent, for liabilities in respect the benefit of Letters of Credit under any provision of this Agreement requiring such cover itself, the Issuing Bank and the Banks, with a perfected security interest therein, each Liquid Investment shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).either:

Collateral Account. (a) The Collateral Agent is hereby authorized will cause to establish and maintain be established at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of a banking institution to be selected by the Collateral Agent and pursuant to a Control or the Bank Credit Agreement Agent one or more cash collateral accounts (collectively, the "Collateral Account"), that (i) to the extent requestedof all Investment Property or Financial Assets (other than cash) credited thereto shall be a Securities Account in respect of which the Bank Credit Agreement Agent shall be the Entitlement Holder (or for which the Collateral Agent shall have "control" under the UCC), and (ii) to the extent of any cash credited thereto shall be a restricted deposit account designated “Collateral Account”. Each Deposit Account in respect of which the Bank Credit Party Agreement Agent shall deposit into be the depositary bank's customer or for which the Collateral Account Agent shall have "control" under the UCC), and into which each Obligor agrees to deposit from time to time (i) the cash proceeds of any of the Collateral (including pursuant proceeds of insurance thereon) required to any disposition thereof) be delivered to the extent contemplated herein Collateral Agent pursuant the Indenture or in any other Loan Document, (ii) of the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan DocumentSecurity Documents, and (iii) into which any cash such Credit Party is required Obligor may from time to pledge time deposit any additional amounts that it wishes to provide as additional collateral security hereunder pursuant to the Loan Documents. (b) hereunder. The balance Collateral Account, and any money or other property from time to time in the Collateral Account therein, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. (b) The Collateral Agent will cause to be established with the Bank Credit Agreement Agent (or an affiliate thereof) a cash collateral account (the "Tender Offer Collateral Account") that (i) to the extent of all Investment Property or Financial Assets (other than cash) credited thereto shall be a Securities Account in respect of which the Bank Credit Agreement Agent shall be the Entitlement Holder (or for which the Collateral Agent shall have "control" under the UCC), and (ii) to the extent of any cash credited thereto shall be a Deposit Account in respect of which the Bank Credit Agreement Agent shall be the depositary bank's customer (or for which the Collateral Agent shall have "control" under the UCC), and into which the Company will deposit an amount sufficient to fund the purchase of the Existing Convertible Notes in the Tender Offers (assuming all Existing Convertible Notes will be tendered in the Tender Offers), including the payment of accrued but unpaid interest thereon. The Tender Offer Collateral Account, and any money or other property from time to time therein, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, The Company shall be permitted to use the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds in the Tender Offer Collateral Account to or upon solely for the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 purposes specified in Section 9.03 hereof1408 of the Indenture, subject, however, in the case of amounts deposited in the LC Sub-Account, but subject to the provisions of Sections 2.18(j) and 9.03this Section 4. The Credit Parties shall have no right to withdrawFollowing expiration of the May 15, transfer or otherwise receive any funds deposited in 2010 put rights of the Collateral Account except holders of the 3.0% Convertible Senior Notes due 2027, to the extent specifically provided herein. (c) Amounts on deposit the holders thereof do not exercise their put rights pursuant to the terms of such notes, the related amounts shall be paid to the Company upon its instructions, and following expiration of the January 15, 2011 put rights of the holders of the 4.875% Senior Convertible Senior Notes due 2018, to the extent the holders thereof do not exercise their put rights pursuant to the terms of such notes, the related amounts and any remaining funds shall be paid to the Company upon its instruction, but in each case subject to the requirements of Section 1408 of the Indenture, whereupon the Tender Offer Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofclosed. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The On the Closing Date there shall be established and, at all times thereafter until this Agreement shall have terminated, there shall be maintained with the Lender Collateral Agent is hereby authorized to establish and maintain at its the office of the Lender Collateral Agent located at 500 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in ▇ collateral account, which shall be entitled the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “"Key Collateral Account”. Each Credit Party shall deposit into " (the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the "Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full"). At any time following the occurrence and during the continuance of Upon an Actionable Event of Default, the Collateral Agent may shall deposit all amounts received by it in its capacity as Collateral Agent (and, if instructed by the Required Lenders as specified herein, shalland not in any other capacity) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit respect of the Collateral Account or, until the Merger Date, pursuant to the payment enforcement of the Obligations in the manner specified in Section 9.03 hereofGuarantees, subject, however, in the case including all monies received on account of amounts deposited in the LC Sub-Account, to the provisions any sale of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive other realization upon any funds deposited in of the Collateral Account except pursuant to the extent specifically provided herein. (c) Amounts on deposit any Operative Document. All right, title and interest in and to the Collateral Account shall be invested from time to time vest exclusively in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in for the name and be under the control benefit of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence applicable Creditors, and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent hereunder subject to the terms hereof. Neither the Borrower nor any other Person shall have any rights with respect to the Collateral Account and the Collateral Agent shall have exclusive dominion and control over the Collateral Account and the monies deposited therein; provided that the Collateral Agent shall at all times act in a separate sub-account designated as accordance with the “LC Sub-Account” provisions of this Agreement. Monies deposited in the Collateral Account and all certificates and instruments evidencing investments made with monies deposited in the Collateral Account pursuant to subsection 3.4 hereof shall constitute security for (i) the “LC Sub-Account”)Lender Obligations, (ii) until the Merger Date has occurred, the Interim Lender Obligations and (iii) commencing with the Merger Date and until the Holder Termination Date, the Holder Obligations, and shall be applied or disbursed in accordance with the terms of this Agreement.

Collateral Account. (a) The Collateral Agent is As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, the Borrower hereby authorized pledges and grants to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the Agent, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in for the name benefit of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Lenders as provided herein, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time (i) the cash proceeds of any of in the Collateral Account (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, investments and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) reinvestments therein provided for below). The balance balances from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations any Letter of Credit Liabilities until applied by the Agent as hereinafter providedprovided herein. So long as no Event of Default has occurred and is continuing or will result therefromAnything in this Agreement to the contrary notwithstanding, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit funds held in the Collateral Account shall be subject to or upon the order of such Credit Party, so long withdrawal only as such Credit Party has satisfied the conditions relating thereto set forth provided in this Section and in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein2.4. (cb) Amounts on deposit in the Collateral Account shall be invested from time to time and reinvested by the Agent in such Cash Equivalents as the applicable Credit Party (or, after the occurrence Agent shall determine in its sole discretion. All such investments and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents reinvestments shall be held in the name of and be under the sole dominion and control of the Agent. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (or any sub-agent); provided that at any time after the occurrence and during the continuance of c) If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may (and, if instructed by the Required Lenders as specified hereinRequisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the proceeds thereof Collateral Account to the payment of any of the Obligations in the manner specified in Section 9.03 hereofLetter of Credit Liabilities due and payable. (d) Amounts deposited into If (i) no Default or Event of Default has occurred and is continuing and (ii) all of the Letter of Credit Liabilities have been paid in full, the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as cover for liabilities exceed the aggregate amount of Letter of Credit Liabilities at such time. When all of the Obligations shall have been paid in respect of full and no Letters of Credit under remain outstanding, the Agent shall promptly deliver to the Borrower, against receipt but without any provision of this Agreement requiring such cover shall be held by recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account. (e) The Borrower shall pay to the Agent in a separate sub-account designated from time to time such fees as the “LC Sub-Account” (Agent normally charges for similar services in connection with the “LC Sub-Account”)Agent's administration of the Collateral Account and investments and reinvestments of funds therein.

Collateral Account. (ai) The Borrower shall notify all account debtors or other Persons obligated to pay the amount due that such right to payment has been charged to the Lender by way of security and to pay all Accounts directly to the Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Account. The notice shall be substantially in the name form of Exhibit B. If, notwithstanding such instructions, the Collateral Agent and pursuant to a Control Agreement (to Borrower receives any payments on Accounts, the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party Borrower shall deposit such payments into the Collateral Account from time in the manner, according to time (i) the cash proceeds currency of the payment, described in Exhibit B. Until so deposited, the Borrower shall hold all such payments in trust for and as the property of the Lender and shall not commingle such payments with any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein its other funds or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time property. All deposits 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, Obligations. (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts All items deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time subject to time in Cash Equivalents as final payment. If any such item is returned uncollected, the applicable Credit Party (Borrower will immediately pay the Lender, or, after for items deposited in the occurrence and during the continuance of an Event of DefaultCollateral Account, the Collateral Agent) shall determinebank maintaining such account, which Cash Equivalents the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be held liable as an endorser on all items deposited in the name and be under the control of the Collateral Agent (Account, whether or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed not in fact endorsed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofBorrower. (diii) Amounts deposited The Lender shall keep an accurate record of payments to the Borrower that the Lender receives and pays into the Collateral Account as cover for liabilities in respect and shall promptly notify the Borrower of Letters of Credit under any provision of this Agreement requiring such cover shall be held payments not less than 3 Banking Days after receipt by the Lender. If such payments to Borrower are accompanied by correspondence and other information then Lender shall promptly send such correspondence and other information to Borrower not less than 3 Banking Days after receipt by the Lender, but the Lender may keep copies. (iv) The Lender shall request from the bank with whom the Collateral Agent in a separate sub-Account is opened that weekly statements of account designated as are produced and sent to the “LC Sub-Account” (Lender, and the “LC Sub-Account”)Lender shall promptly send copies of the statements received to the Borrower not less than 3 Banking Days after receipt by the Lender.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Critical Homecare Solutions Collateral Account”. .” Each Credit Loan Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash that such Credit Loan Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, shall within one two Business Day’s Days of receiving a request of the applicable Credit Loan Party for release of cash proceeds constituting (i) Net Cash Proceeds from with respect to the Collateral LC Sub-Account, remit such cash proceeds Net Cash Proceeds on deposit in the Collateral LC Sub-Account to or upon the order of such Credit Party, so long as such Credit Loan Party has satisfied the conditions relating thereto set forth in Section 9.02, (iix) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullfull or (y) otherwise in accordance with Section 2.18(i). At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, 9.02 subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03Section 2.18(i). The Credit Loan Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested and reinvested from time to time in Cash Equivalents as the applicable Credit Loan Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine by written instruction to the Collateral Agent, or if no such instructions are given, then as the Collateral Agent, in its sole discretion, shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof9.02 subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Section 2.18(i). (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”) and, subject to Section 2.18(i), all amounts held in the LC Sub-Account shall constitute collateral security to be applied in accordance with Section 2.18(i).

Collateral Account. (a) The Collateral Agent is hereby authorized Issuer shall, on or prior to the Closing Date, establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the Issuer Accounts Securities Intermediary a segregated trust account in the name “FSSL Finance BB AssetCo LLC, subject to the lien of Computershare Trust Company, N.A., as Trustee on behalf of the Secured Parties,” which shall be designated as the Collateral Agent and pursuant to a Account, which shall be held by the Issuer Accounts Securities Intermediary in accordance with the Securities Account Control Agreement (to into which the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party Issuer shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the deposit Collateral. All Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance deposited from time to time in the Collateral Account pursuant to this Indenture shall constitute be held in trust by the Trustee as part of the Collateral and shall not constitute payment be applied to the purposes provided herein. The Trustee agrees to give the Issuer notice as soon as practicable under the circumstances if a Trust Officer of the Obligations until applied as hereinafter provided. So long as no Event of Default Trustee receives written notice or has occurred and is continuing or will result therefrom, actual knowledge that the Collateral Agent shallAccount or any funds on deposit therein, within one Business Day’s or otherwise to the credit of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest in the Collateral Account other than in accordance with the provisions of this Indenture and the Securities Account Control Agreement. At all times, the Collateral Account shall remain at an institution that satisfies the requirements of Section 10.1. At any time when all of the Distribution Conditions are satisfied, the Issuer (or the Investment Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such cash proceeds Issuer Order the Trustee shall, withdraw funds on deposit in the Collateral Account to or upon in an amount specified in the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral direction from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect Investment Manager to make a distribution to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed Equity Owner or a Person designated by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided hereinEquity Owner. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 8 of the applicable Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to Grantor or whoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) The Collateral Agent There is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, established with the Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party into which there shall deposit into the Collateral Account be deposited from time to time (i) the cash proceeds of the Collateral required to be delivered to the Agent pursuant to any provision of this Agreement. Any income received by the Agent with respect to the balance from time to time of the Collateral (Account, including pursuant to any disposition thereof) interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to paragraph (c) of this Section shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting . (ib) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if so instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) any or all of 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein6. (c) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in Cash Equivalents such Liquid Investments as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) Grantor shall determine, which Cash Equivalents Liquid Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); Agent, provided that that, at any time after the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent may (andshall, if instructed by the Required Lenders as specified hereinMajority Banks, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents Liquid Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9.03 hereof.6. In order to provide the Agent, for the benefit of the Banks, with a perfected security interest therein, each Liquid Investment shall be either: (di) Amounts deposited into evidenced by negotiable certificates or instruments, or if non-negotiable then issued in the Collateral Account as cover for liabilities name of the Agent, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Agent or an agent thereof (which shall not be the Grantor or any of its Affiliates) in respect the State of Letters of Credit under any provision of this Agreement requiring such cover shall be held Texas; or (ii) in book-entry form and issued by the Collateral Agent United States and subject to pledge under applicable state law and treasury regulations and as to which (in a separate sub-account designated as the “LC Sub-Account” (opinion of counsel to the “LC Sub-Account”)Agent) appropriate measures shall have been taken for perfection of the security interests.

Collateral Account. (a) The Collateral Agent Secured Party is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in as a blocked account under the name sole dominion and control of the Collateral Agent and pursuant to a Control Agreement (to the extent requested)Secured Party, a restricted deposit account Deposit Account designated as “FTD Group, Inc. Collateral Account” (the “Collateral Account”). Each Credit Party shall deposit into the Collateral Account from All amounts at any time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time held in the Collateral Account shall constitute part of the Collateral and be beneficially owned by Grantors but 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit be held in the Collateral Account to or name of Secured Party hereunder, for the benefit of Beneficiaries, as collateral security for the Secured Obligations upon the order of such Credit Party, so long as such Credit Party has satisfied the terms and conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in fullherein. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited in into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account except shall be subject to such applicable laws, and such applicable regulations of the extent specifically provided herein. (c) Amounts on deposit Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case, addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the occurrence Collateral Account, give notice to Secured Party by telefacsimile of the date, amount and during method of delivery of such deposit. Cash held by Secured Party in the continuance Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of an Event the Board of DefaultGovernors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofAccount. (db) Amounts deposited into In the event that Company is required to cash collateralize any Letter of Credit or Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit Agreement, in which case the provisions of Section 15(c) hereof shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the Collateral Account as cover for liabilities or otherwise. Secured Party is authorized to apply any amount in respect the Collateral Account to pay any drawing on a Letter of Letters Credit. Subject to the provisions of Section 15(c) hereof and the Credit under Agreement, if any provision of this Agreement requiring such cover cash collateral is no longer required to be retained in the Collateral Account, it shall be held paid by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)Secured Party to Company or at Company’s direction.

Collateral Account. (a) The Account Party hereby agrees that, as security for the payment of the Collateralized L/C Obligations (as defined below), it will, as long as any Collateralized Letter of Credit is outstanding or any Collateralized L/C Obligations remain unpaid under this Agreement, maintain a special interest-bearing cash collateral account (the "Collateral Agent is hereby authorized to establish and maintain Account") at its the Bank's office at ▇▇▇ ▇▇▇▇▇▇270 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in ▇▇ the name of the Account Party but under the sole dominion and control of the Bank, in which Collateral Agent Account the Account Party shall at all times maintain a credit balance in U.S. dollars (free and pursuant clear of all rights or claims of others) at least equal to a Control Agreement (100% of the aggregate undrawn amount of the Collateralized Letters of Credit plus all accrued and unpaid Letter of Credit Fees with respect to such Collateralized Letters of Credit and the aggregate amount of Letter of Credit Fees with respect thereto that would accrue prior to the extent requested)then current expiration dates thereof. The Bank shall, a restricted deposit account designated “Collateral Account”. Each Credit at the request of the Account Party at any time, so long as no Event of Default or Potential Event of Default shall deposit into have occurred and be continuing at such time, release to the Account Party the amount of funds in the Collateral Account from time to time (i) the cash proceeds of any in excess of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is balance required to pledge as additional collateral security hereunder pursuant be maintained therein, provided that the Bank shall not be required to the Loan Documentsrelease any such excess amount smaller than $10,000. (b) The balance Account Party hereby pledges, and grants to the Bank a security interest in, the Collateral Account and all funds from time to time in therein and all proceeds from time to time thereof (the Collateral "Collateral"). The Account Party agrees that if any Event of Default shall constitute have occurred and be continuing, the Bank may, without notice to the Account Party except as required by law and at any time and from time to time, charge, set off and otherwise apply all or any part of the Collateral and Account against the Collateralized L/C Obligations. The Bank agrees to notify the Account Party of any such charge, setoff or other application promptly thereafter, provided that the failure to give such notice shall not constitute payment of invalidate such charge, setoff or application. The Account Party hereby agrees that the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred pledge and is security interest provided herein shall be a continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit security interest in the Collateral Account to or upon and shall remain in full force and effect until the order later of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition expiration of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Collateralized Letters of Credit shall have been terminated and all the payment in full of the liabilities in respect Collateralized L/C Obligations. (c) The Collateral secures the payment of all obligations of the Account Party now or hereafter existing hereunder or under any application and/or reimbursement agreement relating to any of the Letters of Credit have been paid in fulldesignated by the Account Party as Collateralized Letters of Credit or otherwise deemed to be Collateralized Letters pursuant to paragraph 10, whether for principal, interest, fees, commissions, expenses or otherwise (all such obligations of the Account Party being the "Collateralized L/C Obligations"). At any time following Without limiting the occurrence and during generality of the continuance of an Event of Defaultforegoing, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to secures the payment of all amounts which constitute part of the Collateralized L/C Obligations in and would be owed by the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, Account Party to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer Bank hereunder but for the fact that they are unenforceable or otherwise receive any funds deposited in the Collateral Account except not allowable due to the extent specifically provided hereinexistence of a bankruptcy, reorganization or similar proceeding involving the Account Party. (cd) Amounts on deposit in the Collateral The Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect convert Guaranteed Letters of Credit to liquidate Collateralized Letters of Credit by written notice to the Bank of such election at least three Business Days prior to the effective date of such conversion, which date shall be specified in such notice; provided that as of such effective date the Collateral Account contains a sufficient credit balance to secure all outstanding Collateralized Letters of Credit (including any such Cash Equivalents and converted Letters of Credit) in accordance with subparagraph 7(a). Upon the effectiveness of such conversion pursuant to apply or cause this subparagraph (d), any such converted Letter of Credit shall cease to be applied the proceeds thereof a Guaranteed Letter of Credit. Collateralized Letters of Credit may not be converted to the payment Guaranteed Letters of the Obligations in the manner specified in Section 9.03 hereofCredit. (de) Amounts deposited into The Bank shall use reasonable care in the custody of any Collateral in its possession and shall account to the Account as cover Party for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be all funds held or received by the Collateral Agent Bank in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)connection with this paragraph 7.

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 If an Event of Default has occurred and is continuing or will result therefromand, the Collateral Agent shall, within one Business Day’s of receiving a request in accordance with Section 9.2 of the applicable Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for release of cash proceeds constituting (i) Net Cash Proceeds from deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, remit the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section in accordance with the ratio of the maximum amount available for drawing under each such cash proceeds Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in respect of which Company has deposited in the Collateral Account an amount described above, Secured Party shall apply the amount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Collateral Account any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters such Letter of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, howeverless, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Defaultsuch a reduction, the Collateral AgentMaximum Available Amount under such Letter of Credit immediately after such reduction) shall determinefirst, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the Obligations extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner specified described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in Section 9.03 hereof. (d) Amounts deposited into such order as Secured Party shall elect, and fourth, to the Collateral Account as cover for liabilities in respect extent of Letters of Credit under any provision of this Agreement requiring such cover further excess, to the payment to whomsoever shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”)lawfully entitled to receive such funds.

Collateral Account. (a) If the prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 7.2 or Section 7.3, the Company shall forthwith pay the amount required to be so prepaid to be held by the Administrative Agent as provided in Section 7.4(b) below. (b) All amounts prepaid pursuant to Section 7.4(a) above or pursuant to Section 2.12(g) or Section 2.16(e) shall be held as Cash Collateral by the Administrative Agent in a separate collateral account (such account, the “Collateral Account”) as security for, and for application to (i) the reimbursement of any drawing under any Letter of Credit then or thereafter paid by any Issuing Bank, (ii) any unallocated Fronting Exposure or (iii) the payment of any Revolving Loans, any Swingline Loans and all other unpaid Obligations then due and owing (collectively, the “Collateralized Obligations”). The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Account shall be held in the name of the Collateral Agent and pursuant to a Control Agreement (subject to the extent requested)exclusive dominion and control of the Administrative Agent, a restricted deposit account designated “Collateral Account”for the benefit of the Issuing Banks, the Swingline Lenders, the Administrative Agent, and the Lenders, as pledgee hereunder. Each Credit Party If and when required by the Company, the Administrative Agent shall deposit into invest and reinvest cash held in the Collateral Account from time to time in Cash Equivalents specified from time to time by the Company, provided that the Administrative Agent is irrevocably authorized to sell on market terms any investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to Collateralized Obligations due and owing. At such time when (A) (i) the cash proceeds Company shall have made payment of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, all Collateralized Obligations then due and payable and (ii) the cash proceeds of any Casualty Event with respect to Collateral all relevant preference or other disgorgement periods relating to the extent contemplated herein receipt of such payments have passed, or in any other Loan Document, and (iiiB) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 Default or Event of Default has occurred and is continuing or will result therefromshall be continuing, the Collateral Administrative Agent shall, within one Business Day’s of receiving a request of shall repay to the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from Company any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit remaining amounts and assets held in the Collateral Account, so long as such Credit Party has satisfied provided that if the conditions relating thereto set forth in Section 9.02 Collateral Account is being released pursuant to clause (A) and (iii) with respect to the LC Sub-Account at such time as all Letters any Letter of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Defaultthen remains outstanding, the Collateral Company, prior to or contemporaneously with such release, shall provide the Administrative Agent may (and, if instructed by a back-to-back letter of credit from a bank or financial institution whose short-term unsecured debt rating is rated A or above from either S&P or ▇▇▇▇▇’▇ or such other bank or financial institution satisfactory to the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding either case in an amount equal to the credit undrawn face amount of each such Letter of Credit and which provides that the Administrative Agent may make a drawing thereunder in the event that an Issuing Bank pays a drawing under such Letter of Credit. In addition, if the aggregate amount on deposit with the Administrative Agent exceeds the Collateralized Obligations then existing, then the Administrative Agent shall release and deliver such excess amount upon the written request of the Collateral Account to Company. In addition, if the payment aggregate amount on deposit with the Administrative Agent exceeds the Collateralized Obligations then existing, then the Administrative Agent shall release and deliver such excess amount upon the written request of the Obligations in the manner specified in Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided hereinCompany. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”).

Collateral Account. (a) APPLICATION OF MONEYS 26 SECTION 7.1 The Collateral Agent Account. There has been established by the Trustee and, at all times hereafter until the trusts created by this Agreement shall have terminated, there shall be maintained with the Trustee, an account which is hereby authorized to establish entitled the "Collateral Account" (herein called the "Collateral Account"). The Collateral Account has been established and maintain shall be maintained by the Trustee at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇offices in Charlotte, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in North Carolina. All moneys which are received by the name of the Collateral Agent and pursuant to a Control Agreement (to the extent requested), a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) Trustee with respect to the LC Sub-Account at such time as all Letters of Credit Collateral after the Trustee shall have been terminated and all received a Notice of the liabilities in respect of the Letters of Credit Actionable Default which shall not have been paid withdrawn in full. At any time following accordance with the occurrence and during the continuance terms of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shallSection 6.1(b) in its (or their) discretion apply and provide notice to Borrower of such application or cause to shall 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Agreement. All moneys received by the Trustee with respect to all or any part of the Collateral either (i) prior to the Trustee's receipt of a Notice of Actionable Default, or (ii) after the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 6.1(b) and prior to Trustee's receipt of any additional Notice of Actionable Default, shall be delivered to the Borrower. All moneys received by the Trustee with respect to all or any part of the Collateral between the receipt by the Trustee of any Notice of Actionable Default and the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 6.1(b) shall, to the extent specifically provided herein. (c) Amounts on deposit in not distributed pursuant to the Collateral Account shall terms of Section 7.4 of this Agreement, be invested from time delivered to time in Cash Equivalents as the applicable Credit Party (or, after Borrower following the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (andwithdrawal, if instructed by any, of all pending Notices of Actionable Default in accordance with the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment terms of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”6.1(b).

Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Account shall be in the name of the Collateral Agent Issuing Bank as a cash collateral account and pursuant to a Control Agreement (to the extent requested)Issuing Bank shall have sole dominion and control over, a restricted deposit account designated “Collateral Account”. Each Credit Party shall deposit into and sole access to, the Collateral Account subject to the Issuing Bank’s obligations set forth in Section 2.27 and this Section 2.28. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Collateral Account. The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Collateral Account or any funds held therein, or (ii) create or permit to exist any Lien upon or with respect to the Collateral Account or any funds held therein, except as expressly provided in this Agreement. The Issuing Bank shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Issuing Bank accords other funds deposited with the Issuing Bank, it being understood that the Issuing Bank shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. Subject to the right of the Issuing Bank to withdraw funds from the Collateral Account as provided herein, the Issuing Bank may in its sole discretion and without any obligation to do so whatsoever invest funds on deposit in the Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case, in Permitted Investments of the type described in clauses (a) through (e) of the definition thereof, as the Issuing Bank may select or in such other investments as shall be agreed upon by the Issuing Bank and the Borrower. Unless the Facility Termination Date has occurred by reason of the occurrence of an Event of Default, the proceeds of such investments shall be the property of the Borrower and the Issuing Bank shall account to the Borrower for any such investments from time to time (i) as agreed upon by the cash proceeds of any of Borrower and the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan DocumentIssuing Bank. However, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the 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 if an Event of Default has occurred and is continuing or will result therefromand any Obligations remain outstanding, proceeds of investments shall be distributed to the Lenders pro rata in accordance with their respective Pro Rata Share at such times as the Administrative Agent and the Issuing Bank shall reasonably designate. After payment in full of all Obligations and/or the expiration of all Letters of Credit and the distribution of monies contained therein to the Lenders as provided above, the Collateral Agent shall, within one Business Day’s of receiving a request of Issuing Bank shall deliver to the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from Borrower any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit monies remaining in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower of such application 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 Section 9.03 hereof, subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof.” (d) Amounts deposited into The Credit Agreement is hereby further amended by re-numbering clauses (e) and (f) in Section 5.2 thereof as clauses (f) and (g), respectively, and adding the Collateral Account following new clause (e) in the appropriate alphabetic order: (e) any claims or potential claims arising under that certain Asset Purchase Agreement dated as cover for liabilities in of October 31, 2006 between A▇▇▇▇▇ Corporation and the Borrower with respect to breaches, misrepresentations or indemnities of Letters of Credit under any provision of this Agreement requiring such cover shall either party which could reasonably be held by the Collateral Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Accountexpected to equal or exceed $1,000,000;”).

Collateral Account. (a) The Collateral Administrative Agent is hereby authorized to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇office, in the name of the Collateral Administrative Agent and pursuant to a Control Agreement (to the extent requested)Agreement, a restricted deposit account designated “Language Line — Collateral Account”” with respect to which the Administrative Agent shall at all times have “control” (as defined in Section 9-104 of the UCC). Each Credit Party shall (subject to the limitations set forth in the definition of Net Proceeds and subsection 8.5) deposit into the Collateral Account from time to time (iA) the any cash proceeds in respect of any of Collateral to which the Collateral (including Administrative Agent is entitled pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, Credit Documents and (iiiB) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Credit 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, the Collateral Administrative Agent shall, shall within one Business Day’s Day of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC L/C Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply and provide notice to Borrower the Borrowers of such application 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 Section 9.03 hereof, subsection 12.3 subject, however, in the case of amounts deposited in the LC L/C Sub-Account, to the provisions of Sections 2.18(j) and 9.03subsection 12.1(d). The Credit Parties shall have no right to withdraw, transfer or otherwise receive any funds fund deposited in the Collateral Account except to the extent specifically provided herein. (c) Amounts on deposit in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Administrative Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereofsubsection 12.3. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Administrative Agent in a separate sub-account designated as the “LC L/C Sub-Account” (the “LC L/C Sub-Account”).) and, notwithstanding any other provision hereof to the contrary, all amounts held in the L/C Sub-Account shall constitute collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and second as collateral security for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full. Table of Contents

Collateral Account. The Lender will cause to be maintained at a financial institution to be selected by the Lender in its sole discretion one or more accounts (a) The collectively, the "Collateral Agent is hereby authorized Account"), and sub-accounts of the Collateral Account which shall be maintained on a ledger-entry basis in respect of Collateral credited to establish and maintain at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the Collateral Account pledged by the respective Pledgors hereunder (such that a separate sub-account shall be so maintained in respect of each Pledgor hereunder), ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, all in the name and under the sole dominion and control of the Lender, which Collateral Agent Account (together with the respective sub-accounts thereof) will be a "securities account" (as defined in Section 8-501 of the Uniform Commercial Code), and pursuant in respect of which the Lender is the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code), into which Collateral Account (and the respective sub-accounts thereof) there shall be deposited by the respective Pledgors, on or prior to a Control Agreement the Effective Date, the Pledged Stock (to the extent requestednot otherwise delivered on or prior to the Effective Date to the Lender in a manner satisfactory thereto in its sole discretion), a restricted and by the respective Pledgors from time to time Pledged Instruments and the Stock Collateral (other than the Pledged Stock), and all Proceeds of the Collateral, constituting the Collateral required to be pledged to the Lender by the Pledgors hereunder from time to time, and into which the respective Pledgors may from time to time deposit account designated “any additional Eligible Collateral Account”they wish to pledge to the Lender from time to time as additional Collateral hereunder. Each Credit Party shall deposit The Stock Collateral, together with the Pledged Instruments and Proceeds of Collateral deposited from time to time into the Collateral Account from time to time (i) the cash proceeds of by any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan DocumentPledgor, (ii) the cash proceeds of any Casualty Event with respect to Collateral to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Credit Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents. (b) The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute or be deemed to constitute payment of any of the Secured Obligations until so applied by the Lender as hereinafter provided. So long Except as otherwise expressly set forth herein, no Event Pledgor shall have any right of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall, within one Business Day’s of receiving a request of the applicable Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds withdrawal from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account to or upon the order of such Credit Party, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral from the Collateral Account, remit such cash proceeds on deposit in the Collateral Account, so long as such Credit Party has satisfied the conditions relating thereto set forth in Section 9.02 and (iii) with respect to the LC Sub-Account at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) sole discretion apply and provide notice to Borrower of such application or cause to be applied (subject to collection) the balance from time to time outstanding credited to the credit sub-account of the Collateral Account related to each Pledgor to the payment of any or all of the Amended and Restated Pledge Agreement Secured Obligations in such order as the manner specified Lender shall determine in Section 9.03 hereof, subject, however, in the case its sole discretion. Unless an Event of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit Parties Default shall have no right to withdrawoccurred and be continuing, transfer or otherwise receive the Lender shall cause any funds deposited cash balance in the Collateral Account except from time to time to be invested and reinvested in any Eligible Collateral in accordance with written instructions delivered by the Borrower to the extent specifically provided herein. Lender from time to time. All interest and investment proceeds earned on any Collateral held in any sub-account of the Collateral Account (cincluding the reinvestment thereof) Amounts shall remain on deposit in such sub-account of the Collateral Account, subject to the provisions hereof. Any and all Collateral in the Collateral Account shall be invested from time to time in Cash Equivalents as the applicable Credit Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in Section 9.03 hereof. (d) Amounts deposited into the Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Collateral Agent Lender in a separate sub-account designated as its name and possession subject to the “LC Sub-Account” (terms and conditions of this Agreement, until applied or paid out in accordance with the “LC Sub-Account”)terms hereof.