Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts in the name of the Grantors and under the sole dominion and control of 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 herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General Collateral Account and the 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 and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicable, 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 and method of delivery of such deposit. Cash held by Collateral 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 the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.

Collateral Accounts. The proceeds of the MIC Shares owned by the Limited Recourse Pledgor are deposited in the following Collateral Agent Accounts: Reference is hereby authorized made to establish that certain Credit Agreement dated as of March 7, 2018 (as amended, restated, amended and maintain at its office at restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GENWORTH HOLDINGS, INC., a Delaware corporation (the “Borrower”), GENWORTH FINANCIAL, INC., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and ▇▇▇▇▇▇▇ SACHS LENDING PARTNERS LLC, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, and (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form 8-BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent in writing and (2) the undersigned shall furnish the Borrower and the Agent a properly completed and currently effective certificate and IRS Form 8-BEN-E in either the calendar year in which payment is to be made by the Borrower or the Agent to the undersigned, or in either of the two calendar years preceding such payment. [Lender] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to that certain Credit Agreement dated as of March 7, 2018 (as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GENWORTH HOLDINGS, INC., a Delaware corporation (the “Borrower”), GENWORTH FINANCIAL, INC., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form 8-BEN-E from each of its partners/members claiming the portfolio interest exemption; provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, an IRS Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent and (2) the undersigned shall have at all times furnished the Borrower and the Agent in writing with a properly completed and currently effective certificate and IRS Form W-8IMY and accompanying IRS Forms 8-BEN-E in either the calendar year in which payment is to be made by the Borrower or the Agent to the undersigned, or in either of the two calendar years preceding such payment. [Lender] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to that certain Credit Agreement dated as of March 7, 2018 (as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GENWORTH HOLDINGS, INC., a Delaware corporation (the “Borrower”), GENWORTH FINANCIAL, INC., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and ▇▇, ▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(e) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form 8-BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form 8-BEN-E in either the calendar year in which payment is to be made to the undersigned, or in either of the two calendar years preceding such payment. [Participant] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to that certain Credit Agreement dated as of March 7, 2018 (as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GENWORTH HOLDINGS, INC., a Delaware corporation (the “Borrower”), GENWORTH FINANCIAL, INC., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC, two blocked accounts as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the name Credit Agreement. Pursuant to the provisions of the Grantors and under the sole dominion and control of 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 herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General Collateral Account and the 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 and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(dSection 3.01(e) and 2.4(B)(ii)(e10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such sections thereofparticipation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. Grantors The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form 8-BEN-E from each of its partners/members claiming the portfolio interest exemption; provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the undersigned to provide, in the case of a partner/member not claiming the portfolio interest exemption, an IRS Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have no right at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8IMY and accompanying IRS Forms 8-BEN-E in either the calendar year in which payment is to withdrawbe made to the under-signed, transfer or, except as expressly set forth herein or in either of the two calendar years preceding such payment. [Participant] By: Name: Title: [Address] Dated: , 20[ ] The undersigned, , the Chief Financial Officer of Genworth Holdings, Inc., a Delaware corporation (the “Borrower”), is familiar with the properties, businesses, assets and liabilities of the Parent and its Restricted Subsidiaries and is duly authorized to execute this certificate (this “Solvency Certificate”) on behalf of the Borrower. This Solvency Certificate is delivered pursuant to Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e4.01(g)(ii) of the Credit Agreement dated as of March 7, 2018 (the “Credit Agreement”), among the Borrower, Genworth Financial, Inc., a Delaware corporation (the “Parent”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, each a “Lender”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, as applicableadministrative agent for the Lenders (in such capacity, with respect including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. The undersigned certifies, on behalf of the Borrower and not in their individual capacity, that they have made such investigation and inquiries as to the General Collateral Accountfinancial condition of the Parent and its Restricted Subsidiaries as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate. BASED ON THE FOREGOING, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein undersigned certifies, on behalf of the Borrower and not in their individual capacity, that, on the date hereof, immediately after giving effect 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 and method of delivery of such deposit. Cash held by Collateral 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 the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.Transactions:

Collateral Accounts. (a) Promptly after the Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts determines that any Net Cash Proceeds of any Asset Sale (other than in connection with the name Kingfish Transaction) of the Grantors and under Issuer or a Restricted Subsidiary or that any Casualty Proceeds with respect to property of the sole dominion and control of Collateral Agent, one, Issuer or 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 Restricted Subsidiary are to herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General Collateral Account and the 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 and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(eSection 2.06(a) of the Credit Agreement, the Collateral Agent shall establish an account (such sections thereof. Lien Grantor's "Reduction Event Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all Net Cash Proceeds with respect to Asset Sales (other than in connection with the Kingfish Transaction) of such Lien Grantor and all Casualty Proceeds with respect to property of such Lien Grantor shall be deposited from time to time, provided that if and so long as the Issuer or any other Lien Grantor is subject to and complying with requirements similar to Section 2.06(a) of the Senior Credit Agreement, and in particular is required to deposit any Net Cash Proceeds of an Asset Sale or any Casualty Proceeds with the Senior Collateral Agent, the Issuer and the other Lien Grantors need not comply with the requirements of this Section 7 (and the following subsections of this Section 7 shall have be applied accordingly). (b) So long as no right Enforcement Notice is in effect, Net Cash Proceeds or Casualty Proceeds, as the case may be, to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(dbe released from a Reduction Event Account pursuant to either clause (A) or (C) of Section 2.4(B)(ii)(e2.06(a) of the Credit Agreement shall be released by the Collateral Agent to the relevant Lien Grantor at such times and in such amounts as such Lien Grantor shall request in accordance with the provisions of clause (A) or (C), as the case may be, of Section 2.06(a) of the Credit Agreement. Any such request shall be accompanied by a certificate of a Financial Officer describing in reasonable detail the purpose for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Lien Grantor is obligated or otherwise committed to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant assets is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Lien Grantor's Reduction Event Account is not sufficient to make any such distribution to it, the Collateral Agent shall cause to be liquidated, as applicablepromptly as practicable, such Liquid Investments in such Reduction Event Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (c) So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Reduction Event Account which are required to be applied to prepay Loans in accordance with clause (B) of Section 2.06(a) of the Credit Agreement. (d) Promptly after the Collateral Agent determines that any cash proceeds of any Lien Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Documents, the Collateral Agent shall establish an account with respect to such Lien Grantor (such Lien Grantor's "Collateral Proceeds Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all such cash proceeds of such Lien Grantor's Collateral shall be deposited from time to time (unless required to be deposited in another Collateral Account). This subsection (d) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account. (e) Amounts on deposit in any Collateral Account shall be invested and re-invested from time to time in such Liquid Investments as the relevant Lien Grantor shall determine. Any income received with respect to the General balance from time to time standing to the credit of any Collateral Account, otherwise receive including any funds deposited into the interest or capital gains on Liquid Investments, shall remain, or be deposited, in such Collateral AccountsAccount. Anything contained herein All right, title and interest in and to the contrary notwithstanding, the cash amounts on deposit from time to time in any Collateral Accounts Account together with any Liquid Investments from time to time made pursuant to this subsection (e) 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 vest in the Collateral Accounts Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of its Secured Obligations until applied thereto as provided in Section 15. If an Enforcement Notice is in effect, any amounts held in any Collateral Account shall be made by wire transfer (orretained in such Collateral Account and, if applicableand when requested by the Administrative Agent, shall be withdrawn by intra-bank transfer from another the Collateral Agent and applied in the manner specified in Section 15. (f) For purposes hereof, "Liquid Investments" means any Temporary Cash Investment that (i) matures within 30 days after it is acquired by or for the account of a Grantorthe Collateral Agent and (ii) of immediately available funds, in each case addressed in accordance with instructions of order to provide the Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to for the Collateral Accounts, give notice to Collateral Agent by telefacsimile benefit of the dateSecured Parties, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be invested by Collateral Agent but instead shall be maintained as with a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve Systemperfected security interest therein, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.either:

Collateral Accounts. (a) The Collateral Agent is hereby authorized to shall establish and maintain at its office at for the benefit of the Secured Parties one or more accounts (each a “Collateral Account”), each in the name of the Collateral Agent or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the joint name of the Collateral Agent and the Intermediary, that shall be administered and operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of each Secured Party 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 Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the Intermediary 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 parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and each Grantor shall cause: (i) all amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the Vehicles, other than Excluded Payments and Permitted Check Payments, to be deposited directly into a Collateral Account by the Manufacturers and the related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(d) of the Purchase Agreement and such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be required to be deposited in a Collateral Account; (ii) all amounts representing the proceeds from sales of Vehicles to third parties, other than the Manufacturers or their related auction dealers, and all amounts received by the Servicer in the form of Permitted Check Payments to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; (iii) all insurance proceeds and warranty payments in respect of the Vehicles, other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; provided, however, that unless an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the Vehicles shall not be required to be deposited in a Collateral Account; (iv) all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement to be deposited directly into a Collateral Account by the Nominee; (v) all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement to be deposited directly into a Collateral Account by the Hertz Nominee; (vi) all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement to be deposited directly into a Collateral Account by the HFC Nominee; and (vii) all other Proceeds of the Vehicle Collateral, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer. In addition, any Grantor receiving any Proceeds of the Vehicle Collateral directly 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 clause (ii), (iii) or (vii) of this Section 2.5(b) and determines that such amount is Proceeds of the HVF Collateral, Proceeds of the HGI Collateral, Proceeds with respect to the GE Financed Vehicles or Proceeds with respect to the other Vehicles owned by Hertz before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.5(b), the Servicer shall deposit such amount directly into the Collection Account or an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HVF Vehicle Collateral, deposit such amount directly into the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HGI Collateral, deposit such amount directly into the GE Collateral Account or a ▇▇ ▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the GE Financed Vehicles or deposit such amount directly into an account designated by Hertz or a Hertz Exchange Account other than a ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts Exchange Account for application in the name accordance with Section 4.02 of the Grantors and under Master Exchange Agreement if it is Proceeds with respect to the sole dominion and control of other Vehicles owned by Hertz. (c) The Collateral Agent, one, a restricted deposit account designated as "OI Grantor Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account" and . Promptly after the second, deposit of any funds into a restricted deposit account designated "OI L/C Collateral Account", but in no event more than seven Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the HVF Vehicle Collateral, (ii) the amount thereof which represents Proceeds of the HGI Vehicle Collateral, (iii) the amount thereof which represents Proceeds with respect to the GE Financed Vehicles and (iv) the amount thereof which represents Proceeds with respect to the other Vehicles owned by Hertz. The "OI Grantor Collateral Account" is referred Agent shall pursuant to herein as and promptly after receipt of instructions from the "General Collateral Account"Servicer, withdraw from the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General applicable Collateral Account and deposit in either the 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 andCollection Account or, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.02 of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) Master Exchange Agreement all amounts representing Proceeds of the Credit AgreementHVF Collateral, as applicablewithdraw from the applicable Collateral Account and deposit in either the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HGI Collateral, withdraw from the applicable Collateral Account and deposit in either the GE Collateral Account or a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to the General GE Financed Vehicles and withdraw from the applicable Collateral AccountAccount and deposit in either an account designated by Hertz or a Hertz Exchange Account other than a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to other Vehicles owned by Hertz. Upon receipt by a Responsible Officer of the Collateral Agent from a Manufacturer of any information pertaining to payments made by such Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, otherwise the Collateral Agent shall provide such information to the Servicer. (d) If at any time the Servicer or any Secured Party shall receive any funds deposited into the Collateral Accounts. Anything contained herein to which it is not entitled pursuant to the contrary notwithstandingprovisions of this Agreement, the Collateral Agent, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral 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 Related Documents. (e) The Servicer may instruct in writing the Collateral Agent to invest funds on deposit in a Collateral Accounts shall be subject in Permitted Investments. If the Collateral Agent does not receive instructions from the Servicer prior to such applicable laws11:00 a.m., and such applicable regulations of New York City time, on any day as to the Board of Governors of the Federal Reserve System and distribution or investment of any other appropriate banking or Governmental Authority, as may now or hereafter be funds on deposit in effect. All deposits of a Collateral Account then the Collateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by 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 Servicer to the Collateral Agent. Each Grantor shall, promptly after initiating a transfer All investments of funds to on deposit in any Collateral Account shall be redeemable or mature on the Collateral Accounts, give notice to next Business Day. The Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be invested by Collateral Agent but instead responsible for any losses incurred on any investments made pursuant to this Section 2.5(e). All investment earnings (net of losses and investment expenses) shall be maintained as a cash deposit in payable to the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Servicer on deposits of cash in the Collateral Accounts shall be deposited directly in, and held in the Collateral Accountseach Payment Date.

Collateral Accounts. (A) There is hereby established with the Collateral Agent is hereby authorized to establish and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent, one, a restricted deposit cash collateral 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 herein as (the "General Collateral Account", ) in the "OI L/C name and under the control of the Collateral Agent into which there shall be deposited from time to time the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance 765749.1 10/9/98 7:28p from time to time standing to the credit of the General Collateral Account" is referred to herein as the "L/C Collateral Account" and , including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to subsection 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor shall (x) not more than 60 days after the Closing Date, in the case of any Subsidiary Guarantor and (y) not later than January 31, 1999, in the case of the Borrower, instruct all account debtors and other Persons obligated in respect of all Accounts of such Lien Grantor to make all payments in respect of such Accounts either (i) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in any state (other than Louisiana) in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such bank) under a Lockbox Letter substantially in the form of Exhibit B hereto duly executed by such Lien Grantor and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which such Lien Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account. In addition to the foregoing, each Lien Grantor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Lien Grantor shall as promptly as possible deposit such proceeds into the General Collateral Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the L/C Lenders and shall not be commingled with any other funds or property of any Lien Grantor. (C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreements, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, collectivelyincluding any interest or 765749.1 10/9/98 7:28p capital gains on Liquid Investments, are shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) The balance from time to time standing to the credit of the General Collateral Account shall, except upon the occurrence and continuance of an Event of Default, be distributed to the Borrower or the applicable Lien Grantor upon its order. If immediately available cash on deposit in the General Collateral Account is not sufficient to make any distribution to the Borrower referred to herein in the previous sentence of this Section (D), the Collateral Agent shall liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 9, such distribution shall not be made until such liquidation has taken place. (E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the "Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended. (F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Accounts". All amounts at Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time held to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be beneficially owned by Grantors but invested and re-invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name of Collateral Agent hereunder, for and be under 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 and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) control of the Credit AgreementCollateral Agent; provided that, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) if an Event of the Credit Agreement, as applicable, with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstandingDefault has occurred and is continuing, 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 (orAgent shall, if applicableinstructed by the Required Lenders, 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 cause such Liquid Investments to the Collateral Accounts, give notice be liquidated and apply or cause to Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Collateral 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 the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.applied 765749.1 10/9/98 7:28p

Collateral Accounts. (a) The Securities Intermediary has established the Collateral Accounts with the account numbers set forth on Schedule 1 hereto. The Securities Intermediary will maintain the Collateral Accounts as a securities intermediary in the name of “First Eagle Credit Opportunities Fund BSL SPV I, LLC, subject to the lien of U.S. Bank Trust Company, National Association as Collateral Agent for the benefit of the Secured Parties.” The Securities Intermediary is hereby authorized to establish one or more sub-accounts to any Collateral Account deemed necessary or appropriate by the Securities Intermediary and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts the Pledgor or Administrative Agent in administering such Collateral Account. (b) The Securities Intermediary hereby confirms and agrees that: (i) the Collateral Accounts shall be deemed to be “securities accounts” as defined in Section 8-501(a) of the UCC and Article 1(1)(b) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Securities Convention”) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC and an “intermediary” within the meaning of Article 1(1)(c) of the Hague Securities Convention); (ii) the Securities Intermediary shall not change the name or account number of any Collateral Account or any component account or sub-account thereof without the prior written consent of the Collateral Agent and the Administrative Agent; (iii) all securities or other property underlying any financial assets credited to the Collateral Accounts (other than cash) shall be registered in the name of the Grantors and under Securities Intermediary, indorsed to the sole dominion and control of Collateral Agent, one, a restricted deposit Securities Intermediary or in blank or credited to another securities 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 herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General Collateral Account and the 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 maintained in the name of the Securities Intermediary and in no case shall any financial asset credited to the Collateral Accounts be registered in the name of the Pledgor, payable to the order of the Pledgor or specially indorsed to the Pledgor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank; (iv) all Portfolio Investments and all other property delivered to the Securities Intermediary pursuant to the Loan and Security Agreement will be promptly credited to the applicable Collateral Account specified in the Loan and Security Agreement in accordance with the instructions provided to it in accordance therewith and herewith; (v) the Collateral Accounts are accounts to which financial assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Pledgor as entitled to exercise the rights that comprise any financial asset credited to the accounts; (vi) the Securities Intermediary shall promptly deliver or make available copies of all statements, confirmations and other correspondence concerning the Collateral Accounts and/or any financial assets credited thereto simultaneously to each of the Pledgor, the Collateral Agent and the Administrative Agent at the address for each set forth in Section 9 of this Agreement. In the event the Securities Intermediary receives instructions to effect a securities transaction as contemplated in 12 CFR 12.1, the Pledgor acknowledges that upon its written request and at no additional cost, it has the right to receive the notification from the Securities Intermediary after the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b). The Pledgor agrees that, absent specific request, such notifications shall not be provided by the Securities Intermediary hereunder, for and in lieu of such notifications, the benefit of Secured Parties, as collateral security for Collateral Agent shall make available the Secured Obligations upon the terms and conditions set forth herein and as provided statements in the Intercreditor manner required by the Loan Documents; (vii) each Collateral Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Collateral Agent arising under the Loan and Security Agreement; and (viii) at the time of its entry into the governing law provisions of any agreement between the Pledgor and the Securities Intermediary governing the Collateral Accounts (each such agreement, including this Agreement, an “Account Agreement”) that are currently in force and at each time of any later amendment to any Account Agreement andthat reaffirmed such governing law provisions, the Securities Intermediary had an office located in the case United States of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) America that was not a temporary office and 2.4(B)(ii)(ethat engaged in a business or other regular activity of maintaining securities accounts within the meaning of Article 4(1)(a) of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicable, 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 and method of delivery of such deposit. Cash held by Collateral 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 the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral AccountsHague Securities Convention.

Collateral Accounts. i) The Collateral Agent is hereby authorized to shall establish and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇for the benefit of the Secured Parties one or more accounts (each a “Collateral Account”), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts each in the name of the Grantors Collateral Agent or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the joint name of the Collateral Agent and under the sole dominion Intermediary, that shall be administered and control operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of each Secured Party 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 Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the Intermediary 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. (a) The Servicer and each Grantor shall cause: (i) all amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the Vehicles, oneother than Excluded Payments and Permitted Check Payments, to be deposited directly into a restricted deposit Collateral Account by the Manufacturers and the related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account designated as "OI Grantor of an Invoice Adjustment when due in accordance with Section 1.05(d) of the Purchase Agreement and such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be required to be deposited in a Collateral Account" ; (ii) all amounts representing the proceeds from sales of Vehicles to third parties, other than the Manufacturers or their related auction dealers, and all amounts received by the secondServicer in the form of Permitted Check Payments to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; (iii) all insurance proceeds and warranty payments in respect of the Vehicles, other than Excluded Payments, to be deposited into a restricted deposit account designated "OI L/C Collateral Account within two Business Days of receipt by the Servicer; provided, however, that unless an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the Vehicles shall not be required to be deposited in a Collateral Account"; (iv) all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement to be deposited directly into a Collateral Account by the Nominee; (v) all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement to be deposited directly into a Collateral Account by the Hertz Nominee; (vi) all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement to be deposited directly into a Collateral Account by the HFC Nominee; and (vii) all other Proceeds of the Vehicle Collateral, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer. In addition, any Grantor receiving any Proceeds of the Vehicle Collateral directly 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 clause (ii), (iii) or (vii) of this Section 2.5(b) and determines that such amount is Proceeds of the HVF Collateral or Proceeds of the HGI Collateral before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.5(b), the Servicer shall deposit such amount directly into the Collection Account or an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HVF Vehicle Collateral or deposit such amount directly into the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HGI Collateral. (b) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than seven Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the HVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of the HGI Vehicle Collateral. The "OI Grantor Collateral Account" is referred Agent shall pursuant to herein as and promptly after receipt of instructions from the "General Collateral Account"Servicer, withdraw from the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General applicable Collateral Account and deposit in either the 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 andCollection Account or, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.02 of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) Master Exchange Agreement all amounts representing Proceeds of the Credit AgreementHVF Collateral and withdraw from the applicable Collateral Account and deposit in either the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HGI Collateral. Upon receipt by a Responsible Officer of the Collateral Agent from a Manufacturer of any information pertaining to payments made by such Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, as applicable, with respect the Collateral Agent shall provide such information to the General Collateral Account, otherwise Servicer. (c) If at any time the Servicer or any Secured Party shall receive any funds deposited into the Collateral Accounts. Anything contained herein to which it is not entitled pursuant to the contrary notwithstandingprovisions of this Agreement, the Collateral Agent, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral 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 Related Documents. (d) The Servicer may instruct in writing the Collateral Agent to invest funds on deposit in a Collateral Accounts shall be subject in Permitted Investments. If the Collateral Agent does not receive instructions from the Servicer prior to such applicable laws11:00 a.m., and such applicable regulations of New York City time, on any day as to the Board of Governors of the Federal Reserve System and distribution or investment of any other appropriate banking or Governmental Authority, as may now or hereafter be funds on deposit in effect. All deposits of a Collateral Account then the Collateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by 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 Servicer to the Collateral Agent. Each Grantor shall, promptly after initiating a transfer All investments of funds to on deposit in any Collateral Account shall be redeemable or mature on the Collateral Accounts, give notice to next Business Day. The Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be invested by Collateral Agent but instead responsible for any losses incurred on any investments made pursuant to this Section 2.5(e). All investment earnings (net of losses and investment expenses) shall be maintained as a cash deposit in payable to the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Servicer on deposits of cash in the Collateral Accounts shall be deposited directly in, and held in the Collateral Accountseach Payment Date.

Collateral Accounts. (a) The Collateral Agent Account Parties shall at all times maintain the Collateral Accounts in accordance with their applicable Account Control Agreements and the other Financing Documents. Tellurian and its domestic Subsidiaries shall ensure that each Collateral Account is hereby authorized at all times subject to establish an Account Control Agreement, and shall not maintain at any securities accounts or deposit accounts other than: (a) the Collateral Accounts; and (b) Excluded Accounts; provided that Tellurian and its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇domestic Subsidiaries shall be permitted to open new securities accounts or deposit accounts so long as Tellurian or such Subsidiary enters into an Account Control Agreement within 15 days of opening such account (or such longer period agreed to by the Required Lenders). (b) At all times each Loan Party shall deposit and maintain, ▇▇▇ ▇▇▇▇or cause to be deposited and maintained, ▇▇▇ ▇▇▇▇all Project Revenues, two blocked accounts insurance proceeds, and other amounts received into the Collateral Accounts, and request or make only such payments and transfers out of the Collateral Accounts as permitted by the Financing Documents. (c) The Loan Parties shall cause the aggregate amount of cash on deposit in the name Collateral Accounts, as of the Grantors and under last day of each calendar month, to equal or exceed $30,000,000. Within five (5) Business Days following the sole dominion and control last day of 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 herein as the "General Collateral Account"each calendar month, the "OI L/C Collateral Account" is referred Borrower shall deliver: (i) a certificate to herein the Administrative Agent in the form attached hereto as Exhibit G certifying that the "L/C Collateral Account" Loan Parties are in compliance with the requirements of this Section 5.18(c); and (ii) in electronic format, the General balance on deposit in each Collateral Account and each Excluded Account as of the L/C Collateral Accountlast day of such calendar month. (i) If Tellurian or any domestic Subsidiary of Tellurian (other than ProductionCo or its Subsidiaries) opens, collectivelyor instructs any Person to open, any deposit account or securities account after the Closing Date, then the Borrower shall notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, within five (5) days thereafter. (ii) If ProductionCo or any of its Subsidiaries opens, or instructs any Person to open, any securities account or deposit account after the Closing Date, then the Borrower shall notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, on or prior to the date that the Borrower is required to deliver the next certificate pursuant to Section 5.18(c) after the date on which such account is opened. (e) If: (i) ProductionCo has satisfied in full all of its obligations under the ProductionCo Credit Agreement (other than contingent obligations that survive repayment in full of the Indebtedness under the ProductionCo Credit Agreement); and (ii) has not entered into a Permitted Refinancing of the ProductionCo Loan Documents contemporaneously therewith, then the Loan Parties shall not permit ProductionCo or any of its Subsidiaries to maintain any deposit accounts or securities accounts unless such deposit accounts or securities accounts are referred subject to herein as the "Collateral Accounts". All amounts at any time held in a perfected, first-priority security interest of the Collateral Accounts shall be beneficially owned by Grantors but shall be held in the name of Collateral Agent hereunder, for the benefit of the Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the Intercreditor Agreement and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicable, 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 and method of delivery of such deposit. Cash held by Collateral 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 the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.

Collateral Accounts. (a) Maintain a Designated Deposit Account with SVB. In addition, maintain all of its and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Agent is hereby authorized to establish Accounts) with SVB and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇SVB’s Affiliates. (b) Without limitation on Section 6.6(a) above, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts in the name of the Grantors and under the sole dominion and control of 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 herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General (i) provide Lenders five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB or its Affiliates, and the L/C (ii) for each Collateral Account, collectively, are referred to herein as the "Collateral Accounts". All amounts Account that Borrower at any time held maintains, Borrower shall cause the applicable bank or financial institution (other than SVB) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Lenders’ Lien in such Collateral Account in accordance with the Collateral Accounts shall be beneficially owned by Grantors but shall be held in the name of Collateral Agent terms hereunder, which Control Agreement may not be terminated without prior written consent of the Lenders. (c) Notwithstanding anything to the contrary in this Section 6.6, (i) subsections “a” and “b” above shall not apply to (y) such accounts of Borrower’s Subsidiary EnteroMedics Europe Sárl maintained in Switzerland or (z) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Secured PartiesBorrower’s employees and identified to Lenders by Borrower as such, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the Intercreditor Agreement and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d(ii) and 2.4(B)(ii)(e) of the Credit Agreement, such sections thereof. Grantors Borrower shall have no right until the expiration of 90 days following the Effective Date to withdrawclose or move to SVB or SVB’s Affiliates its and all of its Subsidiaries’ operating and other deposit accounts, transfer orsecurities accounts, except as expressly set forth herein and any other accounts at which Borrower or in Section 5.4bits Subsidiaries maintain funds or investments (including without limitation any Collateral Accounts) maintained other than at SVB or SVB’s Affiliates, Section 2.4(B)(ii)(d) and during such period Borrower shall not be required to provide a Control Agreement with respect to such accounts, provided that Borrower agrees never to have more than an aggregate of $6,000,000 (money and market value of securities, commodities or Section 2.4(B)(ii)(e) of the Credit Agreementlike, as applicable, 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 ) in 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 and method of delivery of such deposit. Cash held by Collateral 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 the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral Accountsaccounts.

Collateral Accounts. (a) The Collateral Agent is hereby authorized to shall establish and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇for the benefit of the Beneficiaries one or more accounts, ▇▇▇ ▇▇▇▇as “securities accounts” under and as defined in Section 8-501 of the New York UCC (each, ▇▇▇ ▇▇▇▇a “Collateral Account”), two blocked accounts each in the name of the Grantors Collateral Agent or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the joint name of the Collateral Agent and under the sole dominion Intermediary, that shall be administered and control operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the Beneficiaries as set forth herein. 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 Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and, if applicable, the Intermediary 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, 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 herein as the "General Collateral Account"Notwithstanding any contrary provision that may be contained in any Financing Document, the "OI L/C Collateral Account" is referred provisions contained in this Agreement relating to herein as the "L/C Collateral Account" and the General Collateral Account and the L/C Collateral Account, collectively, are referred to herein as the "Collateral Accounts". All amounts at any time held in the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto and shall control. (b) With respect to each Financing Source, such Beneficiary related thereto and the Related Master Collateral and Financing Documents with respect to such Financing Source: (i) the Collateral Servicer and the Related Grantor with respect to such Financing Source shall cause all amounts and proceeds due from any party in respect of such Related Master Collateral to be deposited in a Collateral Account unless such amounts and proceeds are to be otherwise directed pursuant to such Financing Documents; and (ii) at such time as no further distribution from such Related Grantor to any such Beneficiary is required or will be required to be made pursuant to this Section 2.5(b) or such Financing Documents and all other outstanding payment obligations of such Grantor have been satisfied under such Financing Documents, all remaining funds constituting Related Master Collateral with respect to such Beneficiary in any Collateral Account 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 distributed to such Related Grantor upon the terms and conditions set forth herein and as provided in written request of the Intercreditor Agreement Collateral Servicer (and, in the case event that any funds represent Relinquished Property Proceeds, only to the extent permitted under the Master Exchange Agreement). (c) The Collateral Agent shall promptly notify the Collateral Servicer when funds are deposited in any Collateral Account. Promptly after the deposit of amounts deposited therein pursuant to Sections 2.4(B)(ii)(dany funds into a Collateral Account, but in no event more than seven (7) and 2.4(B)(ii)(e) of Business Days thereafter, the Credit Agreement, such sections thereof. Grantors Collateral Servicer shall have no right to withdraw, transfer or, except instruct the Collateral Agent in writing as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicableto, with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstandingeach Beneficiary, the amount thereof that represents Proceeds of Related Master Collateral Accounts shall be subject with respect 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 and method of delivery of such deposit. Cash held by Collateral 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 the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.such

Collateral Accounts. Collateral Agent is hereby authorized (a) Subject to establish Section 3.5, maintain Borrower’s and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts in the name of the Grantors and under the sole dominion and control of 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 herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General Collateral Account and the L/C Collateral Account, collectively, are referred to herein as the "Collateral Accounts". All amounts at any time held in the Guarantors’ Collateral Accounts shall be beneficially owned by Grantors but shall be held either (i) at depositary institutions that have agreed to execute Control Agreements in the name favor of Collateral Agent hereunder, (for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the Intercreditor Agreement and, in the case of amounts deposited therein pursuant ) with respect to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer Collateral Accounts or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d(ii) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicablefor which a first priority perfected security interest has been (or, with respect to the General Collateral Leumi Account, otherwise receive may be) obtained pursuant to non-US law without a Control Agreement (“Foreign Accounts”) (provided that, with respect to the Leumi Account, it is understood that the security interest in such account may be subordinated to the security interest granted to Bank Leumi therein). This Section 6.6 shall not apply to (x) Excluded Accounts and (y) Collateral Accounts held in jurisdictions outside the United States, provided that the aggregate amounts in such accounts do not exceed Five Hundred Thousand Dollars ($500,000) at any funds deposited into time. (b) Subject to Section 6.6(a), Borrower shall provide the Lenders and Collateral Agent ten (10) days’ prior written notice before Borrower or any Guarantor establishes any Collateral Account other than Excluded Accounts. Anything contained herein In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to the contrary notwithstanding, the Collateral Accounts shall be subject execute and deliver a Control Agreement or other appropriate instrument with respect to such applicable laws, and Collateral Account to perfect Collateral Agent’s Lien in such applicable regulations Collateral Account (held for the ratable benefit 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 GrantorSecured Parties) 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 the terms hereunder prior to the establishment of such Collateral Accounts, give notice to Collateral Agent by telefacsimile Account. The provisions of the date, amount and method of delivery of such deposit. Cash held by Collateral Agent in the previous sentence shall not apply to Excluded Accounts or Foreign Accounts. (c) Neither Borrower nor any Guarantor shall maintain any Collateral Accounts shall not be invested by Collateral Agent but instead shall be maintained as a cash deposit in the except Collateral Accounts pending application thereof as elsewhere provided maintained in accordance with this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral AccountsSection 6.6.

Collateral Accounts. Collateral Agent is hereby authorized [Redacted - commercially sensitive information]. [Redacted - commercially sensitive information]. None. [Redacted - commercially sensitive information]. [Redacted - commercially sensitive information]. [Redacted - commercially sensitive information]. Deliver to establish and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent, onein form and substance satisfactory to the Lender, each of the following items within the time periods set out below: 1) within thirty (30) days following the Closing Date, the Collateral Agent shall have received Blocked Account Agreements granted by each Obligor in favour of the Collateral Agent for each Collateral Account maintained by the Obligors; 2) within thirty (30) days following the acquisition of any Owned Real Property, the Collateral Agent shall have received (i) a mortgage over such Owned Real Property granted by the applicable Obligor in favour of the Collateral Agent, and (ii) in respect of any Owned Real Property that (i) has a property value equal to or greater than $1,000,000 or (ii) is a Specified Landing Station, a restricted deposit account designated as "OI Grantor Collateral Account" customary lender’s title insurance policy in form and substance (with acceptable endorsements, including any endorsements relating to projects of this nature and such further customary endorsements that address contiguity) satisfactory to the secondLender, a restricted deposit account designated "OI L/C Collateral Account". The "OI Grantor Collateral Account" is referred and in amounts acceptable to herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General Collateral Account and the 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 and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicable, Lender with respect to such Owned Real Property; 3) within thirty (30) days following the General Collateral Account, otherwise receive entering into of a lease for any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstandingLeased Real Property, the Collateral Accounts Agent shall be subject to have received (i) a Landlord Access Agreement from the landlord of such applicable lawsLeased Real Property, and (ii) a leasehold mortgage over such Leased Real Property granted by the applicable regulations Obligor in favour of the Board Collateral Agent; and 4) within thirty (30) days following the entering into of Governors of the Federal Reserve System and of an agreement for any Specified Landing Station (other appropriate banking or Governmental Authoritythan a Specified Landing Station that is Owned Real Property), as may now or hereafter be in effect. All deposits of funds in the Collateral Accounts Agent shall be made by wire transfer have received (or, if applicable, by intra-bank transfer from another account of i) 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 and method of delivery of such deposit. Cash held by Collateral 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 Specified Landing Station Access Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.

Collateral Accounts. (a) The Collateral Agent is hereby authorized to shall establish and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇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 a “Collateral Account”), ▇▇▇ ▇▇▇▇, two blocked accounts each in the name of the Grantors Collateral Agent that shall be administered and under operated as provided in this Agreement, bearing a designation clearly indicating that the sole dominion 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 Collateral Account is not maintained in accordance with the 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 control of 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, 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 herein as the "General Collateral Account"Notwithstanding any contrary provision that may be contained in any Related Document, the "OI L/C Collateral Account" is referred provisions contained in this Agreement relating to herein as the "L/C Collateral Account" and the General Collateral Account and the 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 and to the flow of funds into and out of the Collateral Accounts are consented to by Grantors but shall be held the parties hereto (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 and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(daccordance with Section 6.1 hereof) and 2.4(B)(ii)(eshall control. (b) of The Servicer and the Credit Agreement, such sections thereof. Grantors Grantor shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(dcause: (i) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicable, all amounts due from Manufacturers and their related auction dealers under their Manufacturer Programs with respect to the General Vehicles, other than Excluded Payments, to be deposited directly into a Collateral Account by the Manufacturers or the related auction dealers; (ii) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties, other than the Manufacturers or their related auction dealers, to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (iii) all 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 Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with 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 (iv) 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 Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the 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 clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the 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 ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the 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, otherwise 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 any Secured Party shall receive any funds deposited into 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 Accounts. Anything contained herein 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 contrary notwithstanding, the Collateral Accounts shall be subject to Person so entitled thereto or as such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking Person directs or Governmental Authority, as may now or hereafter be in effect. All deposits of funds otherwise provided 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 and method of delivery of such deposit. Cash held by Collateral 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 the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral 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 Collateral Accounts shall be deposited directly in, and held in the Collateral AccountsRelated Documents.