Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. (a) The Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. The Borrower agrees and confirms that (a) The Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing pursuant to the Collateral Agents. So long as no Event Agency Agreement, it has caused to be established at the Collateral Agent each of Default exists or has occurred and is continuingthe Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuingOperating Account, the applicable Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. Agent and (b) With respect it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments such Project Document shall be made thereon except payments immediately delivered to Collateral Agents pursuant directly to the terms of this Agreement or any applicable Security Document (Collateral Agent for deposit to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, Revenue Account in accordance with the terms of this the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and (iv) none of shall promptly remit such payments for deposit to the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable Revenue Account in accordance with its terms. the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (cincluding the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agents Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall have be held in trust by the right at any time or times, in Borrower for and as the property of the Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or Agent and shall not be commingled with any other matter relating to any Account funds or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise property of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base GuarantorsBorrower.

Collateral Accounts. (a) The Borrowers Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and each Borrowing Base Guarantor shall notify in accordance with, the Collateral Agents promptly Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established 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 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 (iwhich may include the New York corporate trust office) any material delay 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, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the performance Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business Trustee in accordance with practices the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and policies previously disclosed in writing Section 11.8(a). In connection with any and all deposits to be made into the Collateral AgentsAccount under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default exists or has shall have occurred and is be continuing, the Borrowers Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each Borrowing Base Guarantor may settlecase, adjust or compromise any claimto the extent permitted under Section 2.1(a) and Section 3.5 hereof, offset, counterclaim or dispute with any Account Debtor. At any time such direction to certify that an no Event of Default exists or has shall have occurred and is be continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust . Any gain or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown income on any invoice delivered to investment of funds in the Collateral Agents or schedule thereof delivered to Collateral Agents Account shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant credited to the terms of this Agreement Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any applicable Security Document (to the extent so required)sale, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims liquidation or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, redemption thereof made in accordance with the terms provisions of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsSection 11.8(c). (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Borrowers As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and each Borrowing Base Guarantor shall notify the other Obligations, the Loan Parties hereby pledge and grant to the Administrative Agent, for the ratable benefit of the L/C Issuer and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the L/C Collateral Agents promptly of: (i) any material delay Account and the balances from time to time in the performance L/C Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the L/C Collateral Account shall not constitute payment of any Letter of Credit Liabilities or other Obligations until applied by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating Administrative Agent as provided herein. Anything in this Agreement to the financial condition of any Account Debtor and (iii) any event or circumstance whichcontrary notwithstanding, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except funds held in the ordinary course of business L/C Collateral Account shall be subject to withdrawal only as provided in accordance this Section. With respect to such pledges and grants, the Loan Parties will execute and deliver from time to time any documents or instruments reasonably requested by Administrative Agent in order to evidence or perfect such pledges and grants, with practices all such documents to be in form and policies previously disclosed in writing substance acceptable to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesAdministrative Agent. (b) With If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower, the L/C Issuer, and the Lenders authorize the Administrative Agent to use the monies deposited in the L/C Collateral Account and proceeds thereof to make payment to the beneficiary with respect to each Account: (i) such drawing or the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted payee with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termspresentment. (c) Amounts on deposit in the L/C Collateral Agents Accounts shall have be invested and reinvested by the right at any time or times, Administrative Agent in Collateral Agents’ name or such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of a nominee and be under the sole dominion and control of a the Administrative Agent for the ratable benefit of the L/C Issuer and the Lenders. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to verify the validity, amount or preserve rights against any other matter relating parties with respect to any Account or other Collateralfunds held in the Collateral Accounts. (d) If an Event of Default exists, by mailthe Requisite Lenders may, telephonein their discretion, at any time and from time to time, instruct the Administrative Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations in accordance with Section 11.4. (e-mail, facsimile transmission or otherwise. To facilitate ) The Borrower shall pay to the exercise Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name Accounts and address investments and reinvestments of each Account Debtor of the Borrowers and Borrowing Base Guarantorsfunds therein.

Collateral Accounts. (a) The Borrowers Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each Borrowing Base Guarantor shall notify a “Collateral Account”), each in the name of the Collateral Agents promptly of: Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any material delay Collateral Account is not maintained in accordance with the performance previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the Borrowers parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any Borrowing Base Guarantor such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, such receipt; (ii) all material adverse information known insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Loan Party relating to the financial condition Series of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the Borrowers and each Borrowing Base Guarantor may settleZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, adjust or compromise any claimfurther, offsethowever, counterclaim or dispute that unless an Amortization Event with any Account Debtor. At any time that an Event of Default exists or respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Agents shallAccount and, at their optionto the extent that any such Proceeds are received by the Servicer, have to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the exclusive right Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: clause (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral Agents pursuant or Proceeds with respect to the terms of this Agreement or any applicable Security Document (other vehicles owned by Zipcar before it is obligated to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to deposit such amount into a Collateral Agents and promptly reflected in the reporting of the Borrowing Base, Account in accordance with this Section 2.4(b), the terms of this Agreement, and (iv) none Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the transactions giving rise thereto will violate ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any applicable laws or regulations, all documentation relating thereto will be legally sufficient under ZVF Segregated Series Vehicle Collateral and deposit such laws and regulations and all such documentation will be legally enforceable in accordance with its termsamount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agents Agent shall have promptly notify the right Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or timesany Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agents’ name Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base GuarantorsRelated Documents.

Collateral Accounts. (a) The Borrowers Securities Administrator shall establish and each Borrowing Base Guarantor maintain with itself, as agent for the Trustee, on behalf of the Supplemental Interest Trust, a separate, segregated trust account (the “Collateral Account”) titled, “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR2, Mortgage Pass-Through Certificate Swap Collateral Account”. The Collateral Account shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting be an Eligible Account. The Borrowers , and each Borrowing Base Guarantor hereby agree funds on deposit therein shall be held separate and apart from, and shall not to grant to be commingled with, any Account Debtor any creditother monies, discountincluding, allowance or extensionwithout limitation, or to enter into any agreement for any other monies of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing Securities Administrator held pursuant to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesthis Agreement. (b) With respect Funds required to each Account: (i) be held pursuant to the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents Credit Support Annex shall be true and complete deposited into the Collateral Account. Funds posted by the Certificate Swap Provider (or its credit support provider) in all material respects, (ii) no payments the Collateral Account shall be made thereon except payments immediately delivered invested in Eligible Investments as directed by the Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to Collateral Agents the Certificate Swap Provider pursuant to the terms of this Agreement or the Credit Support Annex. The Securities Administrator shall not be liable for any applicable Security Document (losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Certificate Swap Payments owed by the Certificate Swap Provider as a result of its failure to make payments pursuant to the extent so requiredCertificate Interest Rate Swap Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the Certificate Swap Account and distributed as all or a portion of such Certificate Swap Amount pursuant to Section 4.1(a)(vi). Any amounts on deposit in the Collateral Account required to be returned to the Certificate Swap Provider (or its credit support provider) as a result of the termination of the Certificate Interest Rate Swap Agreement, (ii) the procurement of a guarantor, (iii) there the reinstatement of required ratings or (iv) otherwise pursuant to the Certificate Interest Rate Swap Agreement, shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported released directly to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with Certificate Swap Provider pursuant to the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsCredit Support Annex. (c) Collateral Agents shall have Upon the right at termination of the Trust Fund, any time or times, in Collateral Agents’ name or amounts remaining in the name of a nominee of a Collateral Agent, Account shall be distributed by the Securities Administrator as required pursuant to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise terms of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base GuarantorsCredit Support Annex.

Collateral Accounts. (a) The Borrowers If, notwithstanding the instructions to debtors to make payments to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and each Borrowing Base Guarantor as the property of the Lender and shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of not commingle such payments with any of their material obligations its other funds or property; provided, however, that the foregoing shall not be construed to allow the Lender to withhold any Account Debtor or the assertion such payments after full payment and discharge of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesObligations. (b) With respect Amounts deposited in any Collateral Account shall not bear interest and shall not be subject to each Account: (i) withdrawal by any Borrower, except after full payment and discharge of all Obligations; provided, however, that if the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true Borrowers’ only outstanding Obligations are principal owing under the Equipment Note and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this AgreementTerm Loan B Note, and (iv) none of if no such principal amount is due, the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under Lender agrees to remit such laws and regulations and all amounts to such documentation will be legally enforceable in accordance Borrower’s demand deposit account maintained with its terms▇▇▇▇▇ Fargo Bank. (c) All deposits in any Collateral Agents Account shall have constitute proceeds of Collateral and shall not constitute payment of the right at any Obligations. The Lender shall from time or timesto time within one Banking Day, apply deposited funds in each Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender’s general account. (d) All items deposited in any Collateral Agents’ name or Account shall be subject to final payment. If any such item is returned uncollected, the applicable Borrower will immediately pay the Lender, or, for items deposited in the name of a nominee of a Collateral AgentAccount, to verify the validitybank maintaining such account, the amount of that item, or such bank at its discretion may charge any other matter relating uncollected item to any Account commercial account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate account belonging to the exercise of Borrower to whom the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorsitem was payable.

Collateral Accounts. (a) The Borrowers Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and each Borrowing Base Guarantor shall notify in accordance with, the Collateral Agents promptly Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Accounts, 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 Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (iwhich may include the New York corporate trust office) any material delay 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, foreclosures of or sales of the Collateral, issuances of Additional Securities and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the performance First Priority Collateral Account, in the case of proceeds from First Priority Collateral, or in the Second Priority Collateral Account, in the case of proceeds from Second Priority Collateral, and thereafter shall be held, applied and/or disbursed by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business Trustee in accordance with practices the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and policies previously disclosed in writing Section 11.8(a). In connection with any and all deposits to be made into the Collateral AgentsAccounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall 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 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 and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default exists or has shall have occurred and is be continuing, the Borrowers and each Borrowing Base Guarantor Company may settledirect the Trustee to sell, adjust liquidate or compromise cause the redemption of any claimsuch investments, offset, counterclaim or dispute with any Account Debtor. At any time such direction to certify that an no Event of Default exists or has shall have occurred and is be continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust . Any gain or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown income on any invoice delivered to investment of funds in the Collateral Agents or schedule thereof delivered to Collateral Agents Account shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant credited to the terms of this Agreement Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any applicable Security Document (to the extent so required)sale, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims liquidation or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, redemption thereof made in accordance with the terms provisions of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsSection 11.8(c). (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Borrowers and each Borrowing Base Guarantor shall notify Party B will, from time to time, instruct the Collateral Agents promptly of: (i) any material delay in the performance Custodian, by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoingmeans mutually agreed to between Party B and the Custodian, without the applicable Collateral Agents consentto segregate certain U.S. cash, except in the ordinary course U.S. Government securities, or other U.S. securities or foreign securities (exclusive of business in accordance with practices and policies previously disclosed in writing Japanese government bonds) to the Collateral Agents. So long as no Event of Default exists or extent in each case acceptable to all parties hereto and in which Party B has occurred and is continuinggranted a security interest to Party A (after giving effect to the segregation, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances“Collateral”). (b) With respect The Custodian will identify and segregate on its books and records under the name of Party B as the entitlement holder for the benefit of Party A non-cash Collateral. The identification and segregation of such non-cash Collateral are herein referred to each as the “Securities Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms”. (c) The Custodian will satisfy the requirement to segregate cash Collateral Agents shall have by identifying and crediting the right at any time or timescash Collateral to a separate deposit account (the “Deposit Account” and, in together with the Securities Account, the “Collateral Agents’ name or in Accounts”) under the name of a nominee Party B as the Custodian’s customer for the benefit of a Collateral AgentParty A. (d) The Custodian will credit to Party B’s custodial account, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise exclusive of the right described Collateral Accounts, all interest, dividends and other income and other distributions (including, without limitation, maturity proceeds) received by the Custodian on the Collateral. The interest, dividends and other income and other distributions shall not be Collateral. However, if a Notice of Exclusive Control has been received by the Custodian, and following a reasonable time for the Custodian to act thereon, cash interest, dividends and other income and other distributions will be credited to the Deposit Account and non-cash interest, dividends and other income and other distributions will be credited to the Securities Account. (e) The Custodian may in its discretion decline to follow an instruction originated by Party B under Section 2(a) if following the instruction would in the immediately preceding sentenceCustodian’s sole judgment after taking into account the subordination in Section 7, result in any remaining assets in the Borrowers hereby agrees custodial account being inadequate to provide Collateral Agents upon request cover any obligations of Party B to the name and address Custodian. The Custodian will promptly notify Party B of each Account Debtor of any decision to decline to follow the Borrowers and Borrowing Base Guarantorsinstruction.

Collateral Accounts. (a) The Borrowers Borrower shall, and shall cause each Borrowing Base Guarantor shall notify Credit Party to, maintain all of its operating and other deposit accounts, the Cash Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes and securities/investment accounts with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor SVB and (iii) any event or circumstance which, to any Loan PartySVB’s knowledge, would result in any Account no longer constituting an Eligible AccountAffiliates. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of Notwithstanding the foregoing, without the applicable Collateral Agents consent, except Borrower shall be permitted to invest up to fifty (50.0%) percent of its excess cash and cash equivalents in the ordinary course of business in accordance with practices and policies previously disclosed in writing securities/investment accounts maintained at another bank or financial institution other than SVB subject to the Collateral Agentsterms and conditions of this Agreement. So long as no Event In addition, Borrower shall conduct all of Default exists or has occurred its primary banking facilities with SVB, including, without limitation, cash management, asset management, letters of credit and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesbusiness credit cards. (b) With Borrower shall, and shall cause each Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Credit Party at any time maintains (other than Collateral Accounts in connection with any letter of credit permitted in clause (f) of the definition of “Permitted Contingent Obligations”), Borrower shall, and shall cause each Credit Party to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to each Account: (i) the amounts shown on any invoice delivered such Collateral Account to perfect Agent’s Lien in such Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of this AgreementAgent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Credit Party’s employees and identified to Agent by Borrower as such (provided, however, that at all times Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account) or (ivii) none any Collateral Account owned by the Securities Subsidiary so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B. 1. Borrower shall at all times maintain in a Collateral Account owned by Borrower and subject to a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the sum of (A) the outstanding amount of the transactions giving rise thereto will violate Obligations plus (B) five percent (5.0%) of the Obligations plus (C) the amount necessary to maintain the minimum balance requirement of all Collateral Accounts, or (ii) if the following amount pursuant to this clause (ii) is less than the amount that is determined pursuant to clause (i) at any applicable laws or regulationsgiven time, all documentation relating thereto will be legally sufficient under such laws and regulations the amount of any and all such documentation will be legally enforceable in accordance with remaining cash and cash equivalents of Borrower and its terms. Subsidiaries on a consolidated basis (c) Collateral Agents shall have the right at any time or timesprovided, in Collateral Agents’ name or in the name of a nominee of a Collateral Agentthat, to verify the validityextent that the amount required by this provision is being determined based upon clause (ii) hereof, amount or it is understood and agreed that Borrower may, from time to time, deposit and maintain cash in any other matter relating to any Deposit Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise referenced in clause (i) of the right described in the immediately preceding sentencesentence (e.g. the payroll and employee benefits accounts) to the extent so deposited and maintained in the Ordinary Course of Business and such Deposit Account need not be subject to a Control Agreement). Subject to Section 6.13, the Borrowers hereby agrees to provide Borrower shall, and shall cause each Credit Party to, maintain its primary operating and other Collateral Agents upon request the name Accounts with SVB and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.its affiliates

Collateral Accounts. (a) The Borrowers Borrower shall, and shall cause each Borrowing Base Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Borrower or Secured Guarantor at any time maintains (and in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), Borrower shall, and shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base cause each Secured Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claimsto, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without cause the applicable bank or financial institution at or with which any Collateral Agents consent, except Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in the ordinary course of business such Collateral Account in accordance with practices the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (a) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s reasonable discretion, other employee wage and policies previously disclosed benefit payments to or for the benefit of a Credit Party’s employees, (b) Deposit Accounts owned by the Securities Subsidiary, (c) the Subject Cash Collateral Accounts or (d) Collateral Accounts in writing which the daily balances do not exceed $250,000 in the aggregate for all such Collateral Accounts and, in each case, identified to the Collateral Agents. So long Agent by Borrower as no Event of Default exists such; provided, however, that at all times Borrower shall maintain one or has occurred more separate Deposit Accounts to hold any and is continuingall amounts to be used for payroll, the Borrowers payroll taxes and each Borrowing Base Guarantor may settleother employee wage and benefit payments, adjust or compromise and shall not commingle any claim, offset, counterclaim or dispute monies allocated for such purposes with funds in any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesother Deposit Account. (b) With respect Borrower shall at all times maintain in a Collateral Account subject to each Account: a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the amounts shown on any invoice delivered to Collateral Agents aggregate outstanding principal amount of the Credit Extensions or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents if the following amount pursuant to this clause (ii) is less than the terms amount that is determined pursuant to clause (i) at any given time, the amount of this Agreement or any applicable Security Document and all remaining cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis (to the extent so requiredother than amounts held in Deposit Accounts described in clauses (a), (iiic) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in (d) of Section 6.6(a) above and Deposit Accounts of Foreign Subsidiaries); provided that notwithstanding the reporting of the Borrowing Baseforegoing, in accordance with no event shall the terms amount maintained in such Collateral Account be less than (a) on and after the Funding Date of this AgreementCredit Facility #1 (but prior to the Funding Date of Credit Facility #2), $15,000,000 or (b) on and (iv) none after the Funding Date of the transactions giving rise thereto will violate any applicable laws or regulationsCredit Facility #2, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms$30,000,000. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Borrowers If and each Borrowing Base Guarantor shall notify when required for purposes hereof, the Collateral Agents promptly of: Representative will establish with respect to each Lien Grantor an account (i) any material delay its "COLLATERAL ACCOUNT"), in the performance name and under the exclusive control of the Collateral Representative, into which all amounts owned by the Borrowers or any Borrowing Base Guarantor of any of their material obligations such Lien Grantor that are to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating be deposited therein pursuant to the financial condition of any Note Documents shall be deposited from time to time. Each Cash Collateral Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result will be operated as provided in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesthis Section. (b) With respect to each Account: The Collateral Representative shall deposit the following amounts, as and when received by it, in the Collateral Account of the applicable Lien Grantor: (i) each amount required by the amounts shown on any invoice delivered Note Documents to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete deposited therein, including, without limitation, all proceeds specified in all material respects, Section 5.04(d) of the Note Purchase Agreement; and (ii) no payments shall be made thereon except payments immediately delivered each amount realized or otherwise received by the Collateral Representative with respect to Collateral Agents assets of such Lien Grantor upon any exercise of remedies pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsDocument. (c) Collateral Agents Unless (x) an Event of Default shall have occurred and be continuing and the right at any time Required Holders shall have instructed the Collateral Representative to stop withdrawing amounts from the Collateral Account pursuant to this subsection or times(y) the maturity of the Notes shall have been accelerated pursuant to Article 7 of the Note Purchase Agreement, in the Collateral Agents’ name or Representative shall withdraw amounts deposited in the name Collateral Account in accordance with Section 5.04(d) of a nominee the Note Purchase Agreement and apply them to pay, or reimburse the Company and its Subsidiaries for paying, the cost of a Collateral Agentrepairing, restoring or replacing the affected property to verify the validityextent that the Company has certified, amount no less than 5 Business Days prior to the date of such withdrawal, that (i) it and its Subsidiaries intend to apply all or any other matter relating portion of such amounts to any Account pay the cost of repairing, restoring or other Collateralreplacing the affected property and (ii) if such property is to be replaced, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described property acquired to replace it will be included in the immediately preceding sentenceCollateral at least to the extent that the property to be replaced was included therein; (d) Funds held in any Collateral Account may, until withdrawn, be invested and reinvested in such Temporary Cash Investments as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, the Borrowers hereby agrees to provide Collateral Agents upon request Representative may select such Temporary Cash Investments. (e) If an Event of Default shall have occurred and be continuing, the name Collateral Representative may withdraw any amounts held therein and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorsapply such amounts as provided in Section 9.

Collateral Accounts. (a) The Borrowers Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and each Borrowing Base Guarantor shall notify in accordance with, the Collateral Agents promptly Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of: (i) any material delay , the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Intercreditor Agreements, be deposited in the performance Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating Notes Priority Agent to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business Trustee in accordance with practices the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and policies previously disclosed (a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s Certificate directing the Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the Notes Collateral AgentsAgent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the Notes Collateral Agent receives such direction from the Company. So long as no Event of Default exists or has shall have occurred and is be continuing, the Borrowers Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each Borrowing Base Guarantor may settlecase, adjust or compromise any claimto the extent permitted under Section 2.01(a) and Section 3.02, offset, counterclaim or dispute with any Account Debtor. At any time such direction to certify that an no Event of Default exists or has shall have occurred and is be continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust . Any gain or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown income on any invoice delivered to investment of funds in the Collateral Agents or schedule thereof delivered to Collateral Agents Account shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant credited to the terms of this Agreement Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any applicable Security Document (to the extent so required)sale, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims liquidation or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, redemption thereof made in accordance with the terms provisions of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors).

Collateral Accounts. (a) The Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers On or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating prior to the financial condition of any Account Debtor and (iii) any event or circumstance whichClosing Date, the Administrative Agent shall cause to any Loan Party’s knowledgebe established, would result in any Account no longer constituting its own name at an Eligible Account Bank, a segregated account for each Approved Currency (each, a "Collateral Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit"), discount, allowance or extension, or to enter into any agreement bearing a designation clearly indicating that the funds deposited therein are held for any the benefit of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesSecured Parties. (b) With respect Each of the Borrower, the European Purchaser and the Collection Agent agrees that the Administrative Agent shall have exclusive dominion and control over the Collateral Accounts and all monies, instruments and other property from time to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents time deposited in or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant credited to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsAccounts. (c) The Administrative Agent may invest funds on deposit in any Collateral Agents Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case in such Permitted Investments as the Collection Agent may select (or, in the absence of any such selection by the Collection Agent, as the Administrative Agent may select in its sole discretion); provided that each such Permitted Investment shall have a maturity date no later than the right next succeeding Settlement Date. Such proceeds, interest or income which are not so invested or reinvested in Permitted Investments shall, except as otherwise provided in this Agreement, be deposited and held in the applicable Collateral Account; provided that, prior to the Termination Date, any interest or income in respect of such Permitted Investments shall, at the direction of the Collection Agent be deposited into the applicable Concentration Account and applied as Collections in accordance with Section 2.06 of the Receivables Loan Agreement. Neither the Administrative Agent nor any of its Affiliates shall be liable to the Borrower, the European Purchaser, the Collection Agent, any Secured Party or any other Person for, or with respect to, any decline in value of amounts on deposit in any Collateral Account. Permitted Investments from time to time purchased and held pursuant to this Section 2.8 shall be referred to as "Collateral Securities" and shall, for purposes of this Agreement and each other Transaction Document, constitute part of the funds held in the applicable Collateral Account in amounts equal to their respective outstanding principal amounts. Each such Permitted Investment shall be made in the name of the Administrative Agent or its designee. (d) Following the occurrence of any Termination Event, the Administrative Agent may, at any time or times, from time to time after funds are either deposited in a Collateral Account or invested in Collateral Agents’ name Securities, after selling, if necessary, any Collateral Securities, withdraw funds then held in such Collateral Account and apply the same in accordance with the priority of payments set forth in Section 2.07 of the Receivables Loan Agreement. Each of the Borrower and the European Purchaser agrees that Permitted Investments are of a type customarily sold on a recognized market and, accordingly, no notice of sale of any Permitted Investments shall be required. To the extent notice of sale of any Collateral Securities shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (e) The Administrative Agent shall have the sole right of withdrawal with respect to each Collateral Account. None of the Borrower, the European Purchaser, the Collection Agent or any Person claiming on behalf of or through the Borrower, the European Purchaser or the Collection Agent shall have any right to withdraw any of the funds held in any Collateral Account. (f) The Administrative Agent shall exercise reasonable care in the name custody and preservation of a nominee of a any funds held in the Collateral AgentAccounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to verify the validity, amount or preserve rights against any other matter relating parties with respect to any Account or other Collateralsuch funds. (g) On the Final Payout Date, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described any funds remaining on deposit in the immediately preceding sentence, North American Collateral Accounts shall be paid to the Borrowers hereby agrees Borrower and any funds remaining on deposit in the European Collateral Account shall be paid to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base GuarantorsEuropean Purchaser.

Collateral Accounts. (a) The Borrowers Trustee, Collateral Agent and each Borrowing Base Guarantor shall notify the Control Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor Documents, and to make further distributions of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating such funds to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing Holders according to the Collateral Agents. So long as no Event provisions of Default exists or has occurred and is continuingthis Indenture, the Borrowers Collateral Documents and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesIntercreditor Agreement. (b) With respect The Collateral Agent or the Control Agent, as applicable, shall establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent or Control Agent, as applicable, subject to each Account: (i) the amounts shown on any invoice delivered to Intercreditor Agreement. The Collateral Agents or schedule thereof delivered to Collateral Agents Accounts shall be true trust accounts and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to established and maintained by the Collateral Agents Agent or Control Agent, as applicable, at one of its corporate trust offices and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent and/or Control Agent from awards or proceeds pursuant to the terms of this Agreement or any applicable Security Document (Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the extent so required)Collateral Documents, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected deposited in the reporting of Collateral Account, and thereafter shall be held, applied and/or disbursed by the Borrowing BaseTrustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (including, without limitation, Sections 3.7, 6.10 and 10.9(a)) and the Intercreditor Agreement. In connection with any and all deposits to be made into the Collateral Accounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent and/or Control Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and (iv) none of directing the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under Trustee and/or the Collateral Agent and/or Control Agent to make such laws and regulations and all such documentation will be legally enforceable in accordance with its termsdeposit. (c) Subject to the Intercreditor Agreement, pending the distribution of funds in the Collateral Agents Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the right at Company may direct the Trustee and/or 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 Cash Equivalents and that no Event of Default shall have occurred and be continuing. Subject to the Intercreditor Agreement, so long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any time such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or times, in Collateral Agents’ name or income on any investment of funds in the name of a nominee of a Collateral Agent, Accounts shall be credited to verify such Collateral Account. Neither the validity, amount Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any investment or any other matter relating to any Account sale, liquidation or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate redemption thereof made in accordance with the exercise provisions of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorsthis Section 10.9(c).

Collateral Accounts. (a) The Borrowers Collateral Agent shall establish and each Borrowing Base Guarantor maintain at its principal banking office in New York City three accounts into which it shall notify (except as otherwise explicitly provided in the Master Pledge Agreement) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) in respect of the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor upon an Event of Default, including all monies received on account of any sale of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for other realization upon any of the foregoing, without Collateral pursuant to the applicable Collateral Agents consent, except Master Pledge Agreement. One of the three accounts referred to in the ordinary course preceding sentence shall be established and maintained for the benefit of business the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the benefit of the Senior Note Creditors (the "Senior Note Collateral Account") and the third such account shall be established and maintained for the benefit of the L/C Parties (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Senior Note Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Master Pledge Agreement, it being understood that any such amounts may be released to the Issuers to the extent required by the Master Pledge Agreement (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with practices the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Issuers or the Guarantors shall have any rights with respect to, and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred Agent shall have exclusive dominion and is continuingcontrol over, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesAccounts. (b) With respect Except as set forth in paragraphs (d) and (g) below, all amounts that the Collateral Agent is required at any time to each Account: deposit in the respective Collateral Accounts pursuant to paragraph (ia) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents above shall be true allocated as among, and complete in all material respectsdeposited in, (ii) no payments shall be made thereon except payments immediately delivered to the Credit Agreement Collateral Agents pursuant to Account and the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Senior Note Collateral Agents and promptly reflected in the reporting of the Borrowing Base, Account pro rata in accordance with the terms aggregate amount of this Agreement, Outstanding Credit Agreement Obligations and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsOutstanding Senior Note Obligations. (c) The Collateral Agents Agent shall establish sub-accounts in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Letter of Credit Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall, upon the written request of the Administrative Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrowers pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated among, and deposited in, the Credit Agreement Collateral Account, the Senior Note Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Credit Agreement Obligations, Outstanding Senior Note Obligations and Unfunded L/C Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time or timesand from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses (including disbursements and, in Collateral Agents’ name or in the name case of a nominee of a the Collateral Agent, reasonable attorney fees) incurred by the Collateral Agent, the Administrative Agent and the Indenture Trustee in administering and carrying out their respective obligations under this Agreement or the Master Pledge Agreement, in exercising or attempting to verify exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the validityCollateral Agent, amount the Administrative Agent and the Indenture Trustee is to be indemnified or reimbursed hereunder (excluding any other matter relating such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as among the Credit Agreement Collateral Account, the Letter of Credit Collateral Account (provided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Senior Note Creditor, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Credit Agreement Creditor or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other Collateral, by mail, telephone, e-mail, facsimile transmission claims in respect of any indemnification or otherwise. To facilitate the exercise expense reimbursement obligations of any of the right described Parent Guarantor, the Company or the Subsidiaries under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the immediately preceding sentenceevent that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); provided, however, that the Borrowers hereby agrees aggregate cumulative amount applied pursuant to provide this paragraph (g) to pay Reimbursement Obligations to Secured Parties (other than the Collateral Agents upon request the name and address Agent or otherwise in respect of each Account Debtor of the Borrowers and Borrowing Base Guarantorsamounts referred to in paragraph (e) above) shall not exceed $2,000,000.

Collateral Accounts. (a) The Borrowers Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and each Borrowing Base Guarantor shall notify in accordance with, the Collateral Agents promptly Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Indenture Subordination Agreement. (b) Prior to the Issue Date, the Trustee shall have established 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 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 (iwhich may include the New York corporate trust office) any material delay 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, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the performance Collateral Account to the extent required by this Indenture, the Collateral Documents or the Indenture Subordination Agreement, and thereafter shall be held, applied and/or disbursed by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business Trustee in accordance with practices the terms of this Indenture (including, without limitation, Section 2.1(a), Section 6.10 and policies previously disclosed in writing Section 11.8(a)). In connection with any and all deposits to be made into the Collateral AgentsAccount under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default exists or has shall have occurred and is be continuing, the Borrowers Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each Borrowing Base Guarantor may settlecase, adjust or compromise any claimto the extent permitted under Section 2.1(a) hereof, offset, counterclaim or dispute with any Account Debtor. At any time such direction to certify that an no Event of Default exists or has shall have occurred and is be continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust . Any gain or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown income on any invoice delivered to investment of funds in the Collateral Agents or schedule thereof delivered to Collateral Agents Account shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant credited to the terms of this Agreement Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any applicable Security Document (to the extent so required)sale, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims liquidation or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, redemption thereof made in accordance with the terms provisions of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsSection 11.8(c). (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. The Collateral Agent shall establish and maintain three accounts into which it shall (aexcept as otherwise explicitly provided in any Security Document) The Borrowers deposit all amounts received by it in its capacity as Collateral Agent (and each Borrowing Base Guarantor shall notify not in any other capacity) in respect of the Collateral Agents promptly of: upon an Actionable Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document and all amounts allocated from the Special Collateral Account pursuant to Section 7.2; provided, however, that notwithstanding any other provision of this Agreement, if the Collateral Agent (i) shall be a Bank Creditor, amounts that the Collateral Agent shall receive on account of the Outstanding Credit Agreement Obligations in its capacity as a Bank Creditor, and not through the sale of or other realization upon any material delay Collateral as provided herein and in the performance Security Documents, shall be distributed by it in accordance with the Borrowers or any Borrowing Base Guarantor provisions of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, Credit Agreement and shall not be deposited in the Collateral Accounts and (ii) all material adverse information known to any Loan Party relating to shall be a Noteholder, amounts that the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any Collateral Agent shall receive on account of the foregoingOutstanding Note Agreement Obligations in its capacity as Noteholder, without and not through the applicable sale of or other realization upon any Collateral Agents consent, except as provided herein and in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuingSecurity Documents, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, distributed by it in accordance with the terms of this Agreement, the Note Agreement and (iv) none shall not be deposited in the Collateral Accounts. One of the transactions giving rise thereto will violate three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Bank Creditors in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the benefit of the Noteholders (the "Note Agreement Collateral Account") and the third such account shall be established and maintained for the benefit of the LOC Creditors (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Note Agreement Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Security Documents, it being understood that any applicable laws or regulations, all documentation relating thereto will such amounts may be legally sufficient under such laws and regulations and all such documentation will released to any Obligor to the extent required by any of the Security Documents (any amounts so released to be legally enforceable released from the respective Collateral Accounts pro rata in accordance with its terms. the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such account pursuant to paragraph (cd) Collateral Agents below). The Obligors shall have no rights with respect to, and the right at Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. Prior to the liquidation of any time or times, in Collateral Agents’ name or in by the name of a nominee of a Collateral Agent, to verify Agent and the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise allocation of the right described in proceeds of such Collateral to the immediately preceding sentenceCollateral Accounts, such Collateral shall be held by the Borrowers hereby agrees to provide Collateral Agents upon request Agent for the name and address of each Account Debtor ratable benefit of the Borrowers and Borrowing Base GuarantorsParticipating Creditors.

Collateral Accounts. (a) The Borrowers Each Borrower will irrevocably direct all present and each Borrowing Base Guarantor shall notify future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the Collateral Agents promptly of: (i) Account until such time as the Obligations are paid in full and this Agreement has been irrevocably termintaed. All of Borrowers' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any material delay in the performance by the Account of Borrowers or any Borrowing Base Guarantor other amount constituting Collateral shall conspicuously direct that all payments be made to the Collateral Account and shall include the address for the Collateral Account. If, notwithstanding the instructions to Account Debtors to make payments to the Collateral Account, any Borrower receives any payments, such Borrower shall deposit such payments into the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the property of Lender and shall not commingle such payments with any of their material obligations its other funds or property. Commencing one hundred and twenty (120) days after the Closing Date, to the extent any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree does not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing make a payment directly to the Collateral Agents. So long as no Event Account, Borrowers shall pay Lender a fee equal to five percent (5%) of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute amount of such payment not so remitted to the Collateral Account with any Account Debtor. At any time that an Event a minimum fee of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances$25 per payment. (b) With respect to each Account: (i) All deposits in the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents Account shall constitute Proceeds. The proceeds shall be true and complete applied to the Loans at such times as set forth in all material respectsParagraph 9(b) hereof, (ii) no Lender from time to time at may apply deposited funds in the Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to Lender. In the absence of an Event of Default, payments shall be made thereon except applied to amounts then due and payable in the following order: (1) to fees and expenses reimbursable hereunder; (2) to interest on the Loans; (3) to principal payments immediately delivered on the Loans and to Collateral Agents pursuant provide cash collateral for Letter of Credit Obligations in the manner described in Section 19, ratably to the terms of this Agreement or any applicable Security Document (to the extent so required)aggregate, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting combined principal balance of the Borrowing Base, in accordance with the terms Loans and outstanding Letter of this Agreement, Credit Obligations; and (iv4) none of the transactions giving rise thereto will violate any applicable laws or regulations, to all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsother Obligations. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or All items deposited in the name Collateral Account shall be subject to final payment. If any such item is returned uncollected, Borrowers will immediately pay Lender, or, for items deposited in the Collateral Account, the bank maintaining such account, the amount of a nominee of a Collateral Agentthat item, or such bank at its discretion may charge any uncollected item to verify the validity, amount or any other matter relating to any Account Borrowers' commercial account or other Collateralaccount at such bank. Borrowers shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate Borrower. (d) All amounts in the exercise Collateral Account in excess of the right described in the immediately preceding sentence, the then existing Obligations shall be remitted to Borrowers hereby agrees to provide Collateral Agents upon request the name and address within three (3) Business Days of each Account Debtor of the Borrowers and Borrowing Base Guarantorssuch amounts becoming good funds.

Collateral Accounts. (a) The Borrowers Trustee and each Borrowing Base Guarantor shall notify Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Agents promptly Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements. (b) The Collateral Agent shall establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of: , the Collateral Agent. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent at one of its corporate trust offices (iwhich may include the New York corporate trust office) any material delay and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent from Asset Dispositions of Collateral, Recovery Events, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the performance Non-ABL Collateral Account, in the case of proceeds from Non-ABL Collateral, or in the ABL Collateral Account, in the case of proceeds from ABL Collateral, and thereafter shall be held, applied and/or disbursed by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor Trustee or the assertion of any material claimsCollateral Agent, offsetsas applicable, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices the terms of this Indenture (including, without limitation, Sections 2.1(a), 3.7, 6.10 and policies previously disclosed in writing 11.8(a). In connection with any and all deposits to be made into the Collateral AgentsAccounts under this Indenture, the Collateral Documents or the Intercreditor Agreements, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall 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 Accounts 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 and/or 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 Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default exists or has shall have occurred and is be continuing, the Borrowers and each Borrowing Base Guarantor Company may settledirect the Trustee and/or the Collateral Agent to sell, adjust liquidate or compromise cause the redemption of any claimsuch investments, offset, counterclaim or dispute with any Account Debtor. At any time such direction to certify that an no Event of Default exists or has shall have occurred and is be continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust . Any gain or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown income on any invoice delivered to investment of funds in the Collateral Agents or schedule thereof delivered to Collateral Agents Accounts shall be true and complete credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement connection with any investment or any applicable Security Document (to the extent so required)sale, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims liquidation or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, redemption thereof made in accordance with the terms provisions of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsSection 11.8(c). (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents Agent promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account DebtorDebtor which, in the aggregate, exceed $150,000, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to Parties’ knowledge, the financial condition bankruptcy or insolvency (voluntary or involuntary), or winding up or liquidation, of any Account Debtor, or any Account Debtor shall make a general assignment for the benefit of creditors or shall become unable or fail generally to pay its debts as they become due and (iii) any event material change in the credit policies of a Borrower or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible AccountGuarantor without the prior consent of the Collateral Agent. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents Agent’s consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral AgentsAgent. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents Agent shall, at their its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents Agent or schedule thereof delivered to Collateral Agents Agent shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents Agent pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents Agent and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents Agent shall have the right at any time or times, in Collateral Agents’ Agent’s name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers each Borrower hereby agrees to provide Collateral Agents Agent upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorssuch Borrower.

Collateral Accounts. (a) The Borrowers Each of the Administrative Agent and each Borrowing Base Guarantor the Indenture Trustee shall notify establish and maintain two accounts into which it shall deposit all amounts received by it in its capacity as Administrative Agent or Indenture Trustee, as the case may be (and not in any other capacity), in respect of the Shared Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor upon an Event of Default, including all monies received on account of any sale of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for other realization upon any of the foregoingShared Collateral pursuant to the Pledge Agreement to which it is a party. One of the two accounts of such person referred to in the preceding sentence shall be established and maintained by each of the Administrative Agent and the Indenture Trustee for the benefit of the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (each a "Credit Agreement Collateral Account", without and collectively the "Credit Agreement Collateral Accounts"), and the second account shall be established and maintained by each of the Administrative Agent and the Indenture Trustee for the benefit of the Senior Note Creditors (each a "Senior Note Collateral Account", and collectively, the "Senior Note Collateral Accounts", and, together with the Credit Agreement Collateral Accounts, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Administrative Agent or the Indenture Trustee, as the case may be, subject to the terms hereof and of the Pledge Agreement to which it is a party, it being understood that any such amounts may be released to the Borrower to the extent required by the applicable Pledge Agreement (any amounts so released to be released from the respective Collateral Agents consent, except in the ordinary course of business Accounts pro rata in accordance with practices the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in either Credit Agreement Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Companies shall have any rights with respect to, and policies previously disclosed in writing to the Administrative Agent or the Indenture Trustee, as the case may be, shall have exclusive dominion and control over, the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesAccounts. (b) With respect Except as set forth in paragraphs (d) and (g) below, all amounts that the Administrative Agent or the Indenture Trustee, as the case may be, is required at any time to each Account: deposit in the respective Collateral Accounts pursuant to paragraph (ia) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents above shall be true allocated as among, and complete in all material respectsdeposited in, (ii) no payments shall be made thereon except payments immediately delivered to the applicable Credit Agreement Collateral Agents pursuant to Account and the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Senior Note Collateral Agents and promptly reflected in the reporting of the Borrowing Base, Account pro rata in accordance with the terms aggregate amount of this Agreement, Outstanding Credit Agreement Obligations and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsOutstanding Senior Note Obligations. (c) Each of the Administrative Agent and the Indenture Trustee shall establish sub-accounts in its Credit Agreement Collateral Agents Account with respect to each outstanding Letter of Credit. All amounts deposited in the Credit Agreement Collateral Account in respect of Letters of Credit shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Credit Agreement Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Administrative Agent shall apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrower pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated among, and deposited in, the Credit Agreement Collateral Account and the Senior Note Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations, respectively, at such time. (e) Each of the Administrative Agent and the Indenture Trustee shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses incurred by such person in administering and carrying out their respective obligations under this Agreement or timesthe Pledge Agreements, in Collateral Agents’ name exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which such person is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as among the name Credit Agreement Collateral Account (provided that the aggregate amounts deposited in the Credit Agreement Collateral Account in respect of a nominee Letters of a Credit shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral AgentAccount ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. Each of the Administrative Agent and the Indenture Trustee shall reimburse any Credit Agreement Party or Senior Note Creditor, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Credit Agreement Party or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Administrative Agent and the Indenture Trustee in the Collateral Accounts (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Administrative Agent or the Indenture Trustee receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of any of the Companies under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Administrative Agent or the Indenture Trustee, as applicable, shall, to verify the validityextent it shall have received notice of such Reimbursement Obligations, amount or any other matter relating apply such amounts to any Account or other Collateralpay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, event that the Borrowers hereby agrees amount to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorsbe so applied is insufficient to pay all such Reimbursement Obligations in full).

Collateral Accounts. (a) The Borrowers Borrower will irrevocably direct all present and each Borrowing Base Guarantor shall notify future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the Collateral Agents promptly of: (i) Account. All of Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any material delay in the performance by the Borrowers Account of Borrower or any Borrowing Base Guarantor other amount constituting Collateral shall conspicuously direct that all payments be made to the Collateral Account and shall include the address for the Collateral Account. If, notwithstanding the instructions to Account Debtors to make payments to the Collateral Account, Borrower receives any payments, Borrower shall deposit such payments into the Collateral Account. Until so deposited, Borrower shall hold all such payments in trust for and as the property of Lender and shall not commingle such payments with any of their material obligations its other funds or property. Commencing sixty (60) days after the Closing Date, to the extent any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree does not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing make a payment directly to the Collateral Agents. So long as no Event Account, Borrower shall pay Lender a fee equal to five percent (5%) of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute amount of such payment not so remitted to the Collateral Account with any Account Debtor. At any time that an Event a minimum fee of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances$25 per payment. (b) With respect All deposits in the Collateral Account shall constitute Proceeds. Lender from time to each Account: (i) time at may apply deposited funds in the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant Account to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting payment of the Borrowing BaseObligations, in accordance with the terms any order or manner of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsapplication satisfactory to Lender. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or All items deposited in the name Collateral Account shall be subject to final payment. If any such item is returned uncollected, Borrower will immediately pay Lender, or, for items deposited in the Collateral Account, the bank maintaining such account, the amount of a nominee of a Collateral Agentthat item, or such bank at its discretion may charge any uncollected item to verify the validity, amount or any other matter relating to any Account Borrower's commercial account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwiseaccount at such bank. To facilitate the exercise of the right described Borrower shall be liable as an endorser on all items deposited in the immediately preceding sentenceCollateral Account, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorswhether or not in fact endorsed by Borrower.

Collateral Accounts. (a) The Borrowers Each of ING and each Borrowing Base Guarantor shall notify Subordinated Debt Holder agrees that the sale of the Units and the deposit of the Proceeds in the Collateral Agents promptly Accounts as contemplated in the Offering Memorandum and the Security Documents, and the execution, delivery and performance of this Agreement, shall not constitute a default or event of default, with or without notice or the passage of time or both, under either the Credit Facility or the Subordinated Notes. (b) In the event any principal payment shall become due with respect to the Notes, whether as a result of a Mandatory Redemption, a purchase of the Notes by the Company following a Change of Control or upon acceleration of the Notes following an Event of Default, the Collateral shall be disbursed to the Trustee, for the ratable benefit of the Noteholders, and shall be applied first to the payment of any and all Obligations of the Company under the Notes and the Security Documents (the "Note Obligations") and, only after the Note Obligations have been paid and discharged in full, next to the payment of any ING Obligations and last to any obligations of the Company to the Subordinated Debt Holders under the Subordinated Notes (the ING Obligations and the Subordinated Debt being collectively referred to herein as the "Existing Secured Debt"). (c) Any and all determinations regarding the exercise of remedies against the Collateral shall be made by the Trustee at the direction of the holders of a majority of the outstanding principal amount of the Notes. (d) Each of ING and each Subordinated Debt Holder agrees that (i) it shall have no security interest in the Collateral, irrespective of the terms and provisions of any pledge or security agreements heretofore entered into by it and the Company and any Subsidiary with respect to the Existing Secured Debt, or the recording or filing of any financing statements or other recordings or filings with respect to such obligations of the Company, and (ii) at all times, it shall refrain from taking any action to foreclose upon, take possession of: , liquidate or otherwise proceed against the Collateral, except after all of the Note Obligations have been paid and discharged in full or with the prior written consent of the holders of a majority of the outstanding principal amount of the Notes. (e) As used herein, "Shortfall Obligations" means (i) any material delay in claim against the performance Company by the Borrowers Trustee, the Disbursement Agent or the Noteholders (or any Borrowing Base Guarantor person acting for their benefit) for any portion of any the Note Obligations which has not been or cannot be satisfied by means of their material obligations recourse to any Account Debtor or the assertion of any material claimsCollateral, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, and (ii) all material adverse information known to any Loan Party relating obligation of the Company to the financial condition Trustee, the Disbursement Agent or the Noteholders (or any person acting for their benefit) to deposit additional funds into the Collateral Accounts or otherwise provide collateral or funds from any source other than the proceeds from the sale of any Account Debtor the Notes, and (iii) any event claim of any kind by the Trustee, the Disbursement Agent or circumstance which, to the Noteholders (or any Loan Party’s knowledge, would result in person acting for their benefit) against any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any subsidiary of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesCompany. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Borrowers On the Issue Date, the Issuer shall deposit funds from the net proceeds of the issuance of the Initial Securities in an amount sufficient to fund the purchase of the Existing Convertible Notes in the Tender Offers (assuming that all Existing Convertible Notes will be tendered in the Tender Offers), including the payment of accrued but unpaid interest thereon, directly into the Tender Offer Collateral Account, which together with any money or other property from time to time therein, shall constitute part of the Collateral. Such proceeds shall only be available to the Issuer, the Company or any Restricted Subsidiary and each Borrowing Base Guarantor shall notify be released from the Tender Offer Collateral Agents promptly ofAccount: (i) any material delay to purchase the Existing Convertible Notes in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, Tender Offers; (ii) all material adverse information known if any Existing Convertible Notes remain outstanding after the completion of the Tender Offers, (A) to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any Loan Party relating remaining Existing Convertible Notes or (B) to make payments of cash dividends to the financial condition Company in an amount sufficient to enable the Company to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any Account Debtor such Existing Convertible Notes (provided that such payment be applied directly to such repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal); and (iii) any event or circumstance which(x) following expiration of the May 15, 2010 put rights of the holders of the 3.0% Convertible Senior Notes due 2027, to the extent the holders thereof do not exercise their put rights pursuant to the terms of such notes, the related amounts for general corporate purposes by the Issuer and (y) 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 Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Accountremaining funds for general corporate purposes by the Issuer. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant Prior to any release of funds from the Tender Offer Collateral Account, the Issuer shall provide an Officers’ Certificate to the Collateral Agent and the party with control over such Tender Offer Collateral Account Debtor stating the use of such funds and confirming that such use complies with this Indenture. (b) The Trustee and Collateral Agent, as applicable, are authorized to receive any credit, discount, allowance or extension, or to enter into any agreement funds for any the benefit of the foregoingHolders distributed under, without and in accordance with, the applicable Collateral Agents consentSecurity Documents, except and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Security Documents. (c) Pending the distribution of funds in the ordinary course of business Tender Offer Collateral Account in accordance with practices the provisions hereof and policies previously disclosed provided that no Event of Default shall have occurred and be continuing, the Issuer may direct the party with control over such Tender Offer Collateral Account to invest such funds in writing Temporary Cash Investments specified in such direction, such investments to mature by the Collateral Agentstimes such funds are needed hereunder and such direction to certify that such funds constitute Temporary Cash Investments and that no Event of Default shall have occurred and be continuing. So long as no Event of Default exists or has shall have occurred and is be continuing, the Borrowers and each Borrowing Base Guarantor Issuer may settledirect the party with control over such Tender Offer Collateral Account to sell, adjust liquidate or compromise cause the redemption of any claimsuch investments, offset, counterclaim or dispute with any Account Debtor. At any time such direction to certify that an no Event of Default exists or has shall have occurred and is be continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust . Any gain or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown income on any invoice delivered to investment of funds in the Tender Offer Collateral Agents or schedule thereof delivered to Collateral Agents Account shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered credited to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.such

Collateral Accounts. The Borrower and Administrative Agent hereby confirm that, following the execution of this Agreement, a special, separate deposit account (athe “Payments Account”) The Borrowers and a sub-account thereof (the “Debt Service Account”), each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by name of, and under the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or sole dominion and control of, the assertion of any material claimsAdministrative Agent will be established with DBTCA, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to solely for the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Accountpurposes set forth herein. The Borrowers Borrower hereby authorizes and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any creditagrees and the Administrative Agent agrees, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: until (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true Payments Accounts and complete in all material respectsthe Debt Service Account have been established, and (ii) no payments the Account Agreement has been executed and delivered by each of the parties thereto pursuant to Section 8.1(2), the account with Deutsche Bank, ABA #▇▇▇▇▇▇▇▇▇, Commercial Loan Division, bearing account number AC#▇▇▇▇▇▇▇▇ Re: CNL Hospitality Term (10/04) (the “Suspense Account,” and with the Payments Account and the Debt Service Account, the “Collateral Accounts”) shall substitute for the Payments Account and Debt Service Account and all amounts contemplated to be transferred, deposited or disbursed to or from the Payments Account or Debt Service Account under this Article VIII shall instead be transferred, deposited or disbursed to, from or within the Suspense Account in the amounts required under this Agreement as if the Payments Account and Debt Service Account were in use hereunder. Each such transfer, deposit or disbursement shall be made thereon except payments immediately delivered credited or debited to Collateral Agents the Payments Account or Debt Service Account, as applicable, on the records of the Suspense Account. Upon the establishment of the Payments Account and the Debt Service Account and the execution and delivery of the Account Agreement by each of the parties thereto pursuant to Section 8.1(2), amounts on deposit in the Suspense Account for the credit of each such respective account shall be transferred to such account. Borrower hereby agrees and confirms to the Administrative Agent (and shall agree and confirm to DBTCA pursuant to the terms Account Agreement) that it has no dominion or control whatsoever of this Agreement the Collateral Accounts or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims funds or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected amounts in the reporting of the Borrowing Base, in accordance with the terms of this AgreementCollateral Accounts, and (iv) none of the transactions giving rise thereto will violate Borrower hereby disclaims any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable rights of any nature whatsoever to control or otherwise direct or make any claim against the funds or other amounts in accordance with its terms. (c) the Collateral Agents shall have the right Accounts at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorstime.

Collateral Accounts. (a) The Borrowers Collateral Agent is hereby authorized to establish and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claimsmaintain at its office at One Bankers Trust Plaza, offsetsNew York, defenses or counterclaims by any Account DebtorNew York, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or two blocked accounts in the name of a nominee the Grantors and under the sole dominion and control of a Collateral Agent, one, a restricted deposit account designated as "OI GRANTOR COLLATERAL ACCOUNT" and the second, a restricted deposit account designated "OI L/C COLLATERAL ACCOUNT". The "OI GRANTOR COLLATERAL ACCOUNT" is referred to verify herein as the validity"GENERAL COLLATERAL ACCOUNT", the "OI L/C COLLATERAL ACCOUNT" is referred to herein as the "L/C COLLATERAL ACCOUNT" and General Collateral Account and L/C Collateral Account, collectively, are referred to herein as the "COLLATERAL ACCOUNTS". All amounts at any time held in the Collateral Accounts shall be beneficially owned by Grantors but shall be held in the name of Collateral Agent hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the Intercreditor Agreement. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in SECTION 5.4b of the Credit Agreement with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstanding, the Collateral Accounts 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 Governmental Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Accounts shall be 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 Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the date, amount or any other matter relating to any Account or other Collateral, and method of delivery of such deposit. Cash held by mail, telephone, e-mail, facsimile transmission or otherwiseCollateral Agent in the Collateral Accounts shall not be invested by Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To facilitate the exercise extent permitted under Regulation Q of the right described Board of Governors of the Federal Reserve System, any cash held in the immediately preceding sentenceCollateral Accounts shall bear interest at the standard rate paid by Collateral Agent to its customers for deposits of like amounts and terms. Subject to Collateral Agent's rights hereunder, any interest earned on deposits of cash in the Borrowers hereby agrees to provide Collateral Agents upon request Accounts shall be deposited directly in, and held in the name and address of each Account Debtor of the Borrowers and Borrowing Base GuarantorsCollateral Accounts.

Collateral Accounts. (a) The Notwithstanding anything to the contrary contained herein but subject to Legal Requirements, after the occurrence and during the continuance of an Event of Default, the rights of Borrowers and each Borrowing Base Guarantor and every other Person (excluding Agent) with respect to the Collateral Accounts, upon notice to Borrowers, shall immediately terminate, and no such Person (excluding Agent) shall make any further withdrawal therefrom. Thereafter, Agent may from time to time designate such signatories with respect to the Collateral Accounts as Agent may desire, and may make or authorize withdrawals from the Collateral Accounts to pay the Obligations in whole or in part and/or pay operating expenses and capital expenditures with respect to the Mortgaged Property and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect. Agent may notify the financial institutions in which any Collateral Agents promptly of: (i) any material delay in the performance by the Account is held that Borrowers or any Borrowing Base Guarantor of any of their material obligations no longer have a right to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes instruct such financial institution with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known respect to any Loan Party matters relating to the financial condition withdrawal, operation or administration of, or investment or application of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result funds on deposit in any Account no longer constituting an Eligible such Collateral Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of Without limiting the foregoing, without Agent shall have the applicable right to cause the withdrawal of all funds on deposit in any Collateral Agents consent, except Account and the deposit of such funds in an account established with Agent at any time following receipt by the ordinary course financial institution in which such Collateral Account is held of business in accordance with practices and policies previously disclosed in writing a notice from Agent pursuant to the Account Agreement with respect to such Collateral AgentsAccount, and Borrowers hereby authorize and direct such financial institutions to make payment directly to Agent of the funds in or credited to such accounts, or such part thereof as Agent may request. So long Such financial institution shall have the absolute right to rely upon such notice without inquiring as no Event to the accuracy of Default exists or has occurred the matters referred to in such notice and is continuingthe depositories shall be 49289660 fully protected by Borrowers in relying upon such notice from Agent. In the event that Agent delivers such a notice, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, Agent shall thereafter have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents so instruct such financial institution. Nothing in this Section 7.5 shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered construed so as to Collateral Agents pursuant limit or impair Agent’s absolute right to the terms have a receiver appointed following an Event of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsDefault. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Borrowers Borrower shall, and shall cause each Borrowing Base Guarantor Credit Party to, provide Agent [***] prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Credit Party at any time maintains (and in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), Borrower shall, and shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claimscause each Credit Party to, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without cause the applicable bank or financial institution at or with which any Collateral Agents consent, except Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in the ordinary course of business such Collateral Account in accordance with practices the terms hereunder, which Control Agreement, inter alia, (a) provides that, upon written notice from Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Collateral Account without further consent by Borrower and policies previously disclosed (b) may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to any Excluded Deposit Account; provided, however, that at all times Borrower shall maintain one (1) or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesother Deposit Account. (b) With respect to each Account: So long as the ATM Facility Account remains open, Borrower shall cause all funds (iif any) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms excess of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected [***] held in the reporting ATM Facility Account to be transferred into a Collateral Account subject to a Control Agreement by the close of business on the Borrowing Base, in accordance with [***] after the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or funds held in the name ATM Facility Account exceeded [***]; provided that upon the occurrence and during the continuation of a nominee any Event of Default, upon Agent’s request, Borrower shall cause all funds on deposit in the ATM Facility Account to be transferred into a Collateral Agent, Account subject to verify a Control Agreement at the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address end of each Account Debtor of the Borrowers and Borrowing Base GuarantorsBusiness Day.

Collateral Accounts. (a) The Borrowers On and each Borrowing Base Guarantor shall notify after the Closing Date, the Borrower will maintain the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents Accounts pursuant to the terms of this Agreement or any applicable Security Document Agreement, and will ensure that each Collateral Account (except with respect to the extent so required), (iiiAvailable Cash Account) there shall be no setoffs, deductions, contras, defenses, counterclaims and any other deposit account or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting securities account of the Borrowing BaseBorrower or its Subsidiaries in effect from time to time is subject to a Control Agreement in accordance with Section 5.20 and the terms of the Collateral Agreement. (b) On and after the Closing Date, the Borrower will deposit, or use reasonable best efforts to cause to be deposited, as soon as practicable following the receipt thereof, all Available Cash into the Available Cash Account in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (c) On and after the Closing Date, the Borrower will deposit, or use reasonable best efforts to cause to be deposited, as soon as practicable following the receipt thereof, all other amounts required to be deposited into a Collateral Agents Account into such Collateral Account in accordance with the terms of this Agreement. (d) On and after the Second Amendment Effective Date each Obligor shall have (1) maintain Collateral Accounts in a manner satisfactory to the right at Lead Lenders, (2) to the extent such Obligor receives any time or timespayment provided with respect to a Master Services Agreement, direct all counterparty payors with respect to such payments to deposit such funds directly into such accounts in Collateral Agents’ name a manner satisfactory to the Lead Lenders and (3) to deposit within three (3) Business Days after receipt thereof, or in the name case of any counterparty to a nominee of Master Services Agreement who deposits such funds to an account other than a Collateral AgentAccount despite instructions to deposit such funds in a Collateral Account, cause to verify be deposited, following the validityreceipt thereof, amount or any all other matter relating amounts required to any be deposited into a Collateral Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate in a manner satisfactory to the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base GuarantorsLead Lenders.

Collateral Accounts. (a) The Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance Administrative Agent will cause to be established at a banking institution to be selected by the Borrowers or any Borrowing Base Guarantor Administrative Agent a cash collateral account (the “Default Collateral Account”), into which there shall be deposited from time to time upon the occurrence and during the continuance of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred the cash proceeds of any of the Pledged Collateral required to be delivered to the Administrative Agent pursuant hereto. The balance from time to time in the Default Collateral Account shall constitute part of the Pledged Collateral hereunder and is continuingshall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the applicable Administrative Agent shall remit the collected balance standing to the credit of the Default Collateral Agents Account to or upon the order of the Obligor as the Obligor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Default Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.08. The balance from time to time in the Default Collateral Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Pledged Collateral hereunder shall be received by it, the Obligor shall, at their optionupon the request of the Administrative Agent, have as promptly as possible deposit such proceeds into the Default Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Obligor. The Default Collateral Account shall be established in the name of the Obligor, but under the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors dominion and control of any Loan Party or grant any credits, discounts or allowancesthe Administrative Agent. (b) With respect The Administrative Agent will cause to each be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “LC Collateral Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required”), (iii) into which there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported deposited from time to Collateral Agents and promptly reflected time amounts required to be deposited to such account pursuant to Section 2.6.13 of the Credit Agreement. The balance from time to time in the reporting LC Collateral Account shall constitute part of the Borrowing Base, Pledged Collateral hereunder and shall be held by the Administrative Agent in accordance with the terms of this Agreement, first instance for the LC Exposure under the Credit Agreement and (iv) none thereafter for the payment of the transactions giving rise thereto will violate any applicable laws or regulationsSecured Obligations. The LC Collateral Account shall be established in the name of the Obligor, all documentation relating thereto will be legally sufficient but under such laws the exclusive dominion and regulations and all such documentation will be legally enforceable in accordance with its termscontrol of the Administrative Agent. (c) The Administrative Agent will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “Disposition Proceeds Account”), into which the Obligor shall deposit the Net Cash Proceeds of Dispositions with respect to the Collateral Agents Parties and the Subsidiaries of the Collateral Parties in excess of $100,000,000, in the aggregate, as to which a prepayment of the Loans has not yet been made in accordance with Section 3.1.2(a) of the Credit Agreement, and the Obligor agrees that, immediately upon the occurrence of a Current Disposition, which, together with all prior Dispositions, yields Net Cash Proceeds in excess of $100,000,000, in the aggregate, it shall have as promptly as possible deposit such proceeds into the right Disposition Proceeds Account. Such Net Cash Proceeds shall be held in the Disposition Proceeds Account pending prepayment of the Loans (and/or Cash Collateralize LC Exposure) and the termination of the Commitments or the making of investments, in each case, in accordance with Section 3.1.2(a) of the Credit Agreement. The balance from time to time in the Disposition Proceeds Account shall constitute part of the Pledged Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Disposition Proceeds Account with respect to any Current Disposition (i) to or upon the order of the Obligor to make Investments with the Net Cash Proceeds (or any portion thereof) of such Current Disposition as contemplated by Section 3.1.2(a) of the Credit Agreement or (ii) to or upon the order of the Obligor to the extent that the Net Cash Proceeds (or any portion thereof) of such Current Disposition are not required to be applied to prepayment of the Loans on the related Mandatory Prepayment Date in accordance with Section 3.1.2(d) of the Credit Agreement; provided that investment earnings on Permitted Investments credited to the Disposition Proceeds Account shall be remitted to or upon the direction of the Obligor at the request of the Obligor. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or timestheir) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Disposition Proceeds Account (including, without limitation, investment earnings on Permitted Investments) to the payment of the Secured Obligations in Collateral Agents’ name or the manner specified in Section 5.08. The balance from time to time in the Disposition Proceeds Account shall be subject to withdrawal only as provided herein. The Disposition Proceeds Account shall be established in the name of a nominee of a Collateral Agentthe Obligor, to verify but under the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise exclusive dominion and control of the right described Administrative Agent. (d) The Obligor shall establish the Big Four Revenue Account into which cash and Permitted Investments received from the Big Four Companies shall be deposited or credited pursuant to Section 5.03(b). Except as expressly provided in the immediately preceding next sentence, the Borrowers hereby Administrative Agent shall remit the collected balance standing to the credit of the Big Four Revenue Account to or upon the order of the Obligor as the Obligor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Big Four Revenue Account to the payment of the Secured Obligations in the manner specified in Section 5.08. The balance from time to time in the Big Four Revenue Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the any amounts required to provide Collateral Agents be deposited into the Big Four Revenue Account hereunder shall be received by it, the Obligor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the Big Four Revenue Account. Until so deposited, all such proceeds shall be held in trust by the Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Obligor. The Big Four Revenue Account shall be established in the name and address of each Account Debtor of the Borrowers Obligor, but under the exclusive dominion and Borrowing Base Guarantorscontrol of the Administrative Agent. (e) Each Collateral Account shall be a “securities account” (as defined in Section 8-501(a) of the UCC) and, to the extent that credit balances not constituting “financial assets” (as defined in Section 8-102(a)(9) of the UCC) are credited thereto, a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Collateral Accounts. (a) The Borrowers Collateral Agent shall establish and each Borrowing Base Guarantor maintain at its principal banking office in New York City four accounts into which it shall notify (except as otherwise explicitly provided in any Support Document) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) in respect of the Collateral Agents promptly of: (i) any material delay in or pursuant to enforcement of the performance by the Borrowers or any Borrowing Base Guarantor Guarantee Agreement upon an Actionable Default, including all monies received on account of any sale of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for other realization upon any of the foregoingCollateral pursuant to any Security Document; PROVIDED, without HOWEVER, that notwithstanding any other provision of this Agreement, amounts that Chase shall receive on account of the applicable Outstanding Credit Agreement Obligations in its capacity as Agent, and not through enforcement of the Guarantee Agreement upon an Actionable Default or through the sale of or other realization upon any Collateral Agents consent, except as provided herein and in the ordinary course of business Security Documents, shall be distributed by it in accordance with practices the provisions of the Credit Agreement and policies previously disclosed shall not be deposited in writing the Collateral Accounts. One of the four accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Credit Agreement Creditors in respect of the Outstanding Revolving Credit Facility Obligations (the "REVOLVING CREDIT FACILITY COLLATERAL ACCOUNT"), the second shall be established and maintained for the benefit of the Credit Agreement Creditors in respect of the Outstanding Term Facility Obligations (the "TERM FACILITY COLLATERAL ACCOUNT"), the third account shall be established and maintained for the benefit of the Tranche A Exchange Note Purchasers (the "TRANCHE A EXCHANGE NOTE PURCHASE AGREEMENT COLLATERAL ACCOUNT") and the fourth shall be established and maintained for the benefit of the LOC Creditors (the "LETTER OF CREDIT COLLATERAL ACCOUNT" and, together with the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account, the "COLLATERAL ACCOUNTS"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Support Documents, it being understood that any such amounts may be released to the Company to the extent required by any of the Security Documents (any amounts so released to be released from the respective Collateral AgentsAccounts pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; PROVIDED, HOWEVER, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). So long as The Company, TA, National and TAFSI shall have no Event of Default exists or has occurred rights with respect to, and is continuingthe Collateral Agent shall have exclusive dominion and control over, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesAccounts. (b) With respect to each Account: Except as set forth in paragraphs (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so requiredd), (iiig) there and (h) below, and subject to the provisions of paragraph (h) below, all amounts that the Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be no setoffsallocated between, deductionsand deposited in, contrasthe Revolving Credit Facility Collateral Account, defensesthe Term Facility Collateral Account, counterclaims or disputes existing or asserted with respect thereto except as reported to the Tranche A Exchange Note Purchase Agreement Collateral Agents Account and promptly reflected in the reporting Letter of the Borrowing Base, Credit Collateral Account pro rata in accordance with the terms aggregate amount of this AgreementOutstanding Revolving Credit Facility Obligations, Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulationsUnfunded LOC Exposure, all documentation relating thereto will be legally sufficient under respectively, at such laws and regulations and all such documentation will be legally enforceable in accordance with its termstime. (c) The Collateral Agents Agent shall establish sub-accounts in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account shall be allocated between, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded LOC Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Letter of Credit Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall, upon the written request of the Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such LC Disbursement as if such reimbursement were being made by the Company pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded LOC Exposure thereunder (other than as a result of an LC Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded LOC Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Revolving Credit Facility Obligations, Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the out-of-pocket costs and expenses (including reasonable attorney fees and disbursements) incurred by the Collateral Agent in administering and carrying out its obligations under this Agreement or timesany of the Support Documents, in Collateral Agents’ name exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the name Collateral Agent is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts which have theretofore been reimbursed) until all of a nominee such costs, expenses and amounts have been paid in full; PROVIDED, HOWEVER, that any such application shall be allocated as between the Revolving Credit Facility Collateral Account, Term Facility Collateral Account, the Letter of a Credit Collateral AgentAccount (provided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Tranche A Exchange Note Purchase Agreement Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Tranche A Exchange Note Purchaser, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(e) by such Credit Agreement Creditor or Tranche A Exchange Note Purchaser by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of the Company, TA, National or TAFSI under any of the Credit Transaction Documents (collectively, "REIMBURSEMENT OBLIGATIONS"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to verify the validityextent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); PROVIDED, HOWEVER, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Participating Creditors (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not exceed $4,000,000. (i) If, at any other matter relating time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts in respect of any Mortgaged Property and the related Mortgage omits as a secured obligation the Outstanding Revolving Credit Facility Obligations (including Letters of Credit) (each such Mortgage being a "PARTIAL MORTGAGE"), then, (A) all such amounts that the Collateral Agent is required to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Term Facility Obligations and the Outstanding Tranche A Exchange Note Purchase Agreement Obligations and (B) none of the amounts so deposited in the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account shall be deposited in the Revolving Credit Facility Collateral Account or other Collateralthe Letter of Credit Collateral Account pursuant to Section 4.02(b) or 4.02(c), by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorsrespectively.

Collateral Accounts. (a) The Borrowers Trustee is authorized to receive any funds for the benefit of the Holders dis- tributed under, and each Borrowing Base Guarantor shall notify in accordance with, the Collateral Agents promptly of: Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (ib) any material delay Within sixty (60) days after the Issue Date, or as soon as practicable thereafter upon the use of commercially reasonable efforts, the Company shall establish the Collateral Account, which shall be under the sole dominion and control of the Notes Collateral Agent. The Collateral Ac- count shall be a trust account and may be established and maintained by the Notes Collateral Agent at one of its corporate trust offices and all proceeds in respect of the Notes Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Sales or Recovery Events in respect of Notes Collateral, or from foreclosures of or sales of Notes Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, is- sues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall be deposited in the performance Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business Notes Collat- eral Agent in accordance with practices the terms of this Indenture (including, without limitation, Section 3.05, Section 6.10 and policies previously disclosed Section 12.08(a)). In connection with any and all deposits to be made into the Collateral Account under this Indenture, the Notes Collateral Agent shall receive an Officers’ Certificate directing the Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents spec- ified in such direction, such investments to mature by the Collateral Agentstimes such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default exists or has shall have occurred and is be continuing, the Borrowers Company may direct the Notes Collateral Agent in writing to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each Borrowing Base Guarantor may settlecase, adjust or compromise any claimto the extent permitted under Section 3.05 hereof, offset, counterclaim or dispute with any Account Debtor. At any time such direction to certify that an no Event of Default exists or has shall have occurred and is be continuing, . Any gain or income on any investment of funds in the applicable Collateral Agents shall, at their option, Account shall be credited to the Collateral Account. The Notes Collateral Agent shall have no liability for the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors se- lection of any Loan Party Cash Equivalent or grant for any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on loss incurred in connection with any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement investment or any applicable Security Document (to the extent so required)sale, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims liquidation or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, redemption thereof made in accordance with the terms provisions of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its termsSection 12.08(c). (c) Collateral Agents shall have the right at any time or times, in Collateral Agents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantors.

Collateral Accounts. (a) The Borrowers and each Borrowing Base Guarantor shall notify Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor Documents, and to make further distributions of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating such funds to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing Holders according to the Collateral Agents. So long as no Event provisions of Default exists or has occurred and is continuingthis Indenture, the Borrowers Collateral Documents and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowancesIntercreditor Agreement. (b) With respect Prior to each Account: (i) the amounts shown on any invoice delivered to Issue Date, the Trustee shall have established the Collateral Agents or schedule thereof delivered to Accounts, 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 Agents Accounts shall be true trust accounts and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to 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 Agents 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, foreclosures of or sales of the Collateral, issuances of Additional Securities and other awards or proceeds pursuant to the terms of this Agreement or any applicable Security Document (Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the extent so required)Collateral Documents, (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected deposited in the reporting First Priority Collateral Account, in the case of proceeds from First Priority Collateral, or in the Borrowing BaseSecond Priority Collateral Account, in the case of proceeds from Second Priority Collateral, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), 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, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and (iv) none of directing the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under Trustee and/or the Collateral Agent to make such laws and regulations and all such documentation will be legally enforceable in accordance with its termsdeposit. (c) Pending the distribution of funds in the Collateral Agents Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the right at 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 time such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or times, in Collateral Agents’ name or income on any investment of funds in the name of a nominee of a Collateral Agent, Account shall be credited to verify the validity, amount Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any other matter relating to any Account sale, liquidation or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate redemption thereof made in accordance with the exercise provisions of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorsthis Section 11.8(c).

Collateral Accounts. (a) The Borrowers and each Borrowing Base Guarantor shall notify Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Agents Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. The Trustee shall, as promptly as reasonably practicable after the Issue Date, establish the First Priority Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of: (i) any material delay in , the performance Trustee. The First Priority Collateral Account shall be a trust account and shall be established and maintained by the Borrowers 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 Sales of First Priority Collateral, Recovery Events involving First Priority Collateral, foreclosures of or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any sales of the foregoingFirst Priority Collateral, without the applicable Collateral Agents consent, except in the ordinary course issuances of business in accordance with practices Additional Notes (up to 95% of such proceeds) and policies previously disclosed in writing other awards or proceeds pursuant to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuingDocuments, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true deposited in the First Priority Collateral Account, and complete in all material respects, (ii) no payments thereafter shall be made thereon except payments immediately delivered to Collateral Agents pursuant to held, applied and/or disbursed by the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agents and promptly reflected in the reporting of the Borrowing Base, Trustee in accordance with the terms of this Indenture. All such proceeds and other awards received pursuant to the Collateral Documents from Second Priority Collateral shall be deposited in the Second Priority Collateral Account and applied, in each case, as provided by the Intercreditor Agreement. In connection with any and all deposits to be made into the First Priority Collateral Account under this Indenture, the Collateral Documents or the Intercreditor Agreement, and (iv) none the Trustee and/or the Collateral Agent, as applicable, shall receive an Officer’s Certificate directing the Trustee and/or the Collateral Agent to make such deposit. Pending the distribution of funds in the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable First Priority Collateral Account in accordance with its terms. (c) Collateral Agents the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the right at 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 time such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or times, in Collateral Agents’ name or income on any investment of funds in the name of a nominee of a First Priority Collateral Agent, to verify Account may be used by the validity, amount Company for purposes permitted by this Indenture. The Trustee shall have no liability for any loss incurred in connection with any investment or any other matter relating to any Account sale, liquidation or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate redemption thereof made in accordance with the exercise provisions of the right described in the immediately preceding sentence, the Borrowers hereby agrees to provide Collateral Agents upon request the name and address of each Account Debtor of the Borrowers and Borrowing Base Guarantorsthis Section 12.09.