Common use of Collateral Proceeds Clause in Contracts

Collateral Proceeds. The Borrower agrees to make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiaries, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Account. The Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security Documents. No amounts deposited in the Blocked Accounts or Concentration Account shall be released to the Borrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Borrower Each of the Borrowers agrees to make, and make from time to cause each of its Subsidiaries to make, time such arrangements as shall be necessary or appropriate to assure ensure (through the use of one a blocked account or more lockboxes lockbox under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availabilityaccount. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries shall Obligor shall, while held by such Obligor, be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiariessuch Obligor, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Accountsuch account. The Borrower, for itself Borrower and its Subsidiaries, each of the Obligors acknowledges that all funds in such accounts are, unless they become the Administrative property of the Agent has (pursuant to any agreement with the Agent, held in trust for the Agent, and is hereby granted that, to the extent it does not already have) of any interest of the Obligors therein, the Agent has been granted or will be granted a lien and security interest Lien on the Blocked Accounts and Concentration Account such accounts and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsObligations. No amounts deposited in the Blocked Accounts or Concentration Account such accounts shall be released to the Borrower or any SubsidiaryObligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Borrower Obligors to the Agent and its Subsidiaries specified the Lenders under or in connection with the A Security Documents as set forth in Section 3 hereofDocuments, it being understood and agreed that that, notwithstanding such application, the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs Advances under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 is maintained at all times, the relevant depository banks, namely BMO and ▇▇▇▇▇▇, ▇▇▇▇, in respect of the bank accounts maintained by the Borrowers with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers. If at any time Excess Availability falls below US$15,000,000 or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers hereby waive the authority, and shall not have any authority, to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to such bank accounts and such bank accounts and all amounts held therein shall be under the sole dominion and control of the Agent.

Collateral Proceeds. The Borrower agrees to makeNotwithstanding any Default, and to cause each Insolvency Proceeding or sale or other disposition of its Subsidiaries to makeCollateral (including, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent without limitation, but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction provisions of Section 6 hereof, any disposition of Collateral as a result of any Enforcement), any Net Proceeds of Collateral shall be allocated among the parties as follows (and control and that such commercial bank agrees to wire transfer or ACH transfer in the following order of priority): (a) first, to the Concentration Account on a daily basis all amounts on deposit in Working Capital Agent for distribution to the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds Working Capital Facility Arrangers, the Working Capital Agent, the Working Capital Collateral Agents, and/or the Working Capital Lenders in accordance with its customary practices regarding funds availability. Any proceeds the provisions of A Collateral received by Section 8.1 of the Borrower Working Capital Credit Agreement (or any of its Subsidiaries shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiaries, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Account. The Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security Documents. No amounts deposited in the Blocked Accounts or Concentration Account shall be released to the Borrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereofsimilar successor provision), it being understood that Section 8.1 of the Working Capital Credit Agreement (or any similar successor provision) sets forth its own intercreditor priority in the proceeds of certain Collateral among the three tranches of loans thereunder and agreed that nothing contained herein is intended or shall be deemed to alter in any manner whatsoever such intercreditor arrangement as among such Working Capital Lenders and it being further understood that, notwithstanding any other provision of this Intercreditor Agreement or of the Post-Petition Credit Agreement to the contrary, the principal amount of the Working Capital Obligations entitled to priority hereunder shall not exceed $110,000,000 in the aggregate (plus any increase in such amount up to a maximum of $15,000,000 properly undertaken and as permitted pursuant to Section 8.22(e) of the Secured Loan Agreement as in effect on the date hereof) without the prior written consent of the Supermajority Secured Loan Creditors; (b) second, to the extent of any surplus, to the Secured Loan Agent, the US Security Trustee and UK Security Trustee, as the case may be, until all then outstanding Collateral Agent Expenses unrelated to the Working Capital Obligations have been paid in full; (c) third, to the extent of any surplus, to the Secured Loan Agent, to the Secured Loan Obligations based on their Pro Rata Shares until the Secured Loan Obligations have been paid in full; and (d) finally, to the extent of any surplus, to the Borrower notwithstanding either for retention (if it shall be the rightful owner of any such application shall have the right surplus) or to obtain additional Loans and L/Cs under this Agreement subject be held in trust for distribution to the terms and conditions hereofLoan Party that is the rightful owner of any portion of any such surplus, as the case may be.

Collateral Proceeds. The Borrower agrees to make, and to cause each of its Subsidiaries other Designated Company to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains or otherwise under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account for the ratable benefit of the Lenders, all of which are maintained with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the (each special restricted account maintained with the Administrative Agent to be referred to herein as the a "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries Designated Company shall be held by the Borrower or such Subsidiary Designated Company in trust for the Administrative Agent and the Banks Lenders in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiariesany Designated Company, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the a Concentration Account. The Borrower, for Borrower acknowledges (on behalf of itself and its Subsidiaries, acknowledges the other Designated Companies) that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest Lien on the Blocked Accounts and each Concentration Account and all funds contained therein to secure the Obligations, for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsLenders. No amounts deposited in the Blocked Accounts or any Concentration Account shall be released to the Borrower or any SubsidiaryBorrower, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of to the Borrower extent and its Subsidiaries specified in the A Security Documents as set forth in Section 3 3.1 hereof, it being understood and agreed that the Borrower Borrower, notwithstanding such application application, shall have the right to obtain additional Revolving Loans and L/Cs Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Borrower Company agrees to make, and to cause each of its Subsidiaries to make, make such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes lock boxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such 30 account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries Company shall be held by the Borrower or such Subsidiary Company in trust for the Administrative Agent and the Banks Lenders in the same form in which received, shall not be commingled with any assets of the Borrower or its SubsidiariesCompany, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Account. The Borrower, for itself and its Subsidiaries, Company acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest Lien on the Blocked Accounts and Concentration Account Accounts and all funds contained therein for the ratable benefit of the Banks Lenders to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsObligations. No amounts deposited in the Blocked Accounts or Concentration Account Accounts shall be released to the Borrower or any SubsidiaryCompany, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower Company notwithstanding such application shall have the right to obtain additional Loans and L/Cs Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Each Borrower agrees to make, and to cause each of its Subsidiaries to make, make such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes a lockbox under the sole control of the Administrative Agent) that all proceeds of the A Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in one or more a separate remittance accounts at least one of which is account maintained by such Borrower with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as each, a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration AccountRESTRICTED ACCOUNT"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral; PROVIDED, HOWEVER, that the Company and Intersound may use the same lockbox and same Restricted Account for such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availabilitypurposes. Any proceeds of A Collateral received by the any Borrower or any of its Subsidiaries shall be held by the such Borrower or such Subsidiary in trust for the Administrative Agent and the Banks Lenders in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiariessuch Borrower, and shall be delivered immediately promptly to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration AccountRestricted Account of such Borrower. The Borrower, for itself and its Subsidiaries, acknowledges Borrowers acknowledge that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on the Blocked Accounts and Concentration each Restricted Account and all funds contained therein for the ratable benefit of the Banks Lenders to secure the Obligations Obligations. Prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, amounts on deposit in each Restricted Account will (subject to the rules and regulations of the Borrower relevant depository as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon the occurrence and its Subsidiaries specified during the continuation of any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the A Security DocumentsRestricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such application. No On and after the Loan Mechanization Date, no amounts deposited in the Blocked Restricted Accounts or Concentration Account shall be released to the Borrower or any SubsidiaryBorrowers, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application application, the Borrowers shall have the right to obtain additional Loans and L/Cs Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Each Borrower agrees to make, and to cause each of its Subsidiaries other Credit Party to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes or other similar accounts under the sole control of the Administrative Agent) that all proceeds of the A First Priority Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains or otherwise under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank all of which, other than the ▇▇▇▇▇ Account, are maintained with the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the (each special restricted account maintained with the Administrative Agent to be referred to herein as the "a “Concentration Account"”). Each commercial bank at which a Blocked The ▇▇▇▇▇ Account is may be maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to by Crown, but shall be placed under the control of the Administrative Agent that funds deposited in such Blocked Account represent proceeds of within 60 days after the A CollateralClosing Date. For purposes hereof, that such commercial bank agrees to hold such funds as “control by the Administrative Agent's bailee subject ” shall mean control under the applicable agreements covering such lockboxes and other accounts sufficient to reflect the Administrative Agent's direction ’s Lien on such lockboxes and control other accounts (and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availabilitycontained therein). Any proceeds of A such Collateral received by the any Borrower or and any of its Subsidiaries other Credit Party shall be held by the such Borrower or such Subsidiary other Credit Party in trust for the Administrative Agent and the Banks Lenders in the same form in which received, shall not be commingled with any assets of the such Borrower or its Subsidiariessuch other Credit Party, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Account, or, in the case of proceeds received by Crown, the ▇▇▇▇▇ Account. Prior to the establishment of control by the Administrative Agent of the ▇▇▇▇▇ Account, Crown will promptly (and in any event within 3 Business Days), cause all funds in the ▇▇▇▇▇ Account to be transferred to a Concentration Account at any time that funds in the ▇▇▇▇▇ Account exceed $50,000. The control agreement relating to the ▇▇▇▇▇ Account shall provide that (i) absent an Event of Default, at any time that funds in the ▇▇▇▇▇ Account exceed $50,000, all funds then contained in the ▇▇▇▇▇ Account shall be immediately wire transferred to a Concentration Account and (ii) during the continuance of an Event of Default, all funds in the ▇▇▇▇▇ Account shall be wire transferred at the end of each Business Day to a Concentration Account. The Borrower, for itself Borrowers acknowledge (on behalf of themselves and its Subsidiaries, acknowledges additional Credit Parties) that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien Lien on each Concentration Account and security interest on the Blocked Accounts and Concentration ▇▇▇▇▇ Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsObligations. No amounts deposited in the Blocked Accounts or any Concentration Account shall be released to the Borrower or any SubsidiaryBorrowers, but shall instead be applied totreated as a payment hereunder and shall be applied, or otherwise held as collateral security foron a daily basis, to the outstanding Obligations of to the Borrower extent and its Subsidiaries specified in the A Security Documents as set forth in Section 3 3.1 hereof, it being understood and agreed that the Borrower Borrowers, notwithstanding such application application, shall have the right to obtain additional Revolving Loans and L/Cs Letters of Credit under this Agreement subject to the terms and conditions hereof. If at any time after the application of such amounts to the Obligations as set forth in Section 3.1, any additional amounts remain, (a) if no Event of Default is then in existence, such additional amounts shall be promptly transferred to an interest-bearing investment account at the Administrative Agent or other investment or other account specified by the Borrower Representative (including without limitation any Borrower’s operating account) or (b) if an Event of Default is then in existence, such additional amounts shall be held as cash Collateral for the Letters of Credit (in the amount of 105% of the face amount of the outstanding Letters of Credit) other than the Cash Collateralized Letters of Credit and any excess amount shall be promptly transferred to an interest-bearing investment account at the Administrative Agent or other investment or other account specified by the Borrower Representative (including without limitation any Borrower’s operating account). Any such account, other than an operating account or an Excluded Account, shall be subject to a control agreement in favor of the Administrative Agent. Notwithstanding the foregoing, (1) the Borrowers need not have completed the process of instructing all of their Account Debtors (other than the Account Debtors of Crown who make payment to the ▇▇▇▇▇ Account) to make payments through the aforementioned lockboxes until 30 days after the Closing Date, (2) the Borrowers need not have completed control agreements for their existing deposit accounts located at the Administrative Agent until 30 days after the Closing Date and (3) the Borrowers need not execute and deliver a control agreement in favor of the Administrative Agent with respect to any Excluded Account.

Collateral Proceeds. The Borrower agrees (a) In addition to make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control rights of the Administrative Agent) that all proceeds Secured Party specified in Section 4.3 with respect to payments of Receivables, subject to and as permitted by the terms of the A Collateral are deposited Indenture, the Grantors and any Subsidiary (as defined in the same form Indenture), as receivedthe case may be, shall, to the extent provided by Section 1404 of the Indenture, cause Net Cash Proceeds of any Asset Sale pursuant to Section 1017 of the Indenture that involves the sale of Collateral or any Event of Loss (as defined in the Indenture) pursuant to Section 1018 of the Indenture that involves a loss of Collateral to be deposited in one the Collateral Account on the Business Day on which such Net Cash Proceeds are received by the Grantor or more remittance accounts at least one such Subsidiary. Subject to and as permitted by the terms of which is maintained with the Administrative Agent but Indenture and the others terms of which any release or subordination contemplated by Section 1405 of the Indenture, Collateral Proceeds (as defined in the Indenture) (including any earnings thereon) may be maintained with any commercial bank acceptable released from the Collateral Account at the times and upon the conditions set forth in Section 1404 of the Indenture. (b) The Secured Party will upon the written instructions of ACE from time to time, subject to the Administrative Agent if and so long as it remains under the control provisions of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" Section 7.7(c) below and the special restricted account maintained with provisions hereof, including without limitation, Sections 7.5(a) and 7.7(c), instruct the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank financial institution at which a Blocked the Collateral Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all (i) invest amounts on deposit in the Blocked Collateral Account in such cash equivalents in the name of the Trustee as ACE may select and when (ii) invest interest paid on such commercial bank deems such amounts cash equivalents referred to constitute collected funds in accordance with its customary practices regarding funds availability. Any clause (i) above, and reinvest other proceeds of A any such cash equivalents that may mature or be sold in each case in such cash equivalents in the name of the Trustee, as to which all actions required by Section 4.4(b) shall have been taken as ACE may select (the cash equivalents referred to in clauses (i) and (ii) above, being, collectively, the "COLLATERAL INVESTMENTS"). (c) Interest and proceeds that are not invested or reinvested in Collateral received by the Borrower or any of its Subsidiaries Investments as provided in Section 7.7(b) shall be deposited and held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiaries, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Collateral Account. The Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security Documents. No amounts deposited in the Blocked Accounts or Concentration Account shall be released to the Borrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Borrower Each of the Borrowers agrees to make, and make from time to cause each of its Subsidiaries to make, time such arrangements as shall be necessary or appropriate to assure ensure (through the use of one a blocked account or more lockboxes lockbox under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availabilityaccount. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries shall Obligor shall, while held by such Obligor, be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiariessuch Obligor, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Accountsuch account. The Borrower, for itself Borrower and its Subsidiaries, each of the Obligors acknowledges that all funds in such accounts are, unless they become the Administrative property of the Agent has (pursuant to any agreement with the Agent, held in trust for the Agent, and is hereby granted that, to the extent it does not already have) of any interest of the Obligors therein, the Agent has been granted or will be granted a lien and security interest Lien on the Blocked Accounts and Concentration Account such accounts and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsObligations. No amounts deposited in the Blocked Accounts or Concentration Account such accounts shall be released to the Borrower or any SubsidiaryObligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Borrower Obligors to the Agent and its Subsidiaries specified the Lenders under or in connection with the A Security Documents as set forth in Section 3 hereofDocuments, it being understood and agreed that that, notwithstanding such application, the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs Advances under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) is maintained at all times, the relevant depository banks, namely BMO and ▇▇▇▇▇▇, ▇▇▇▇, in respect of the bank accounts maintained by the Borrowers and/or the Obligors, as applicable, with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers and/or the Obligors, as applicable. If at any time Excess Availability falls below US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers and the applicable Obligors hereby waive the authority, and shall not have any authority, to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to such bank accounts and such bank accounts and all amounts held therein shall be under the sole dominion and control of the Agent. Any such increase in the amount of the Excess Availability required by the Agent upon the Borrower’s exercise of such accordion right shall be proportionate to the proportionate increase in the principal amount of the Credit Facilities due to the exercise of such accordion right.

Collateral Proceeds. The Borrower Each of the Borrowers agrees to make, and make from time to cause each of its Subsidiaries to make, time such arrangements as shall be necessary or appropriate to assure ensure (through the use of one a blocked account or more lockboxes lockbox under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availabilityaccount. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries shall Obligor shall, while held by such Obligor, be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiariessuch Obligor, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Accountsuch account. The Borrower, for itself Borrower and its Subsidiaries, each of the Obligors acknowledges that all funds in such accounts are, unless they become the Administrative property of the Agent has (pursuant to any agreement with the Agent, held in trust for the Agent, and is hereby granted that, to the extent it does not already have) of any interest of the Obligors therein, the Agent has been granted or will be granted a lien and security interest Lien on the Blocked Accounts and Concentration Account such accounts and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsObligations. No amounts deposited in the Blocked Accounts or Concentration Account such accounts shall be released to the Borrower or any SubsidiaryObligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Borrower Obligors to the Agent and its Subsidiaries specified the Lenders under or in connection with the A Security Documents as set forth in Section 3 hereofDocuments, it being understood and agreed that that, notwithstanding such application, the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs Advances under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Borrower agrees to make, and to cause each of its Subsidiaries other Loan Party to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains or otherwise under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank all of which, other than the PrivateBank Accounts and the RBS Accounts, are maintained with the Administrative Agent to be referred to hereinafter as or a "Blocked Account" and the Lender (each special restricted account maintained with the Administrative Agent or a Lender to be referred to herein as the "a “Concentration Account"”). Each commercial bank at which a Blocked Within 60 days of the Closing Date, each of the PrivateBank Accounts shall be closed and any remaining funds in the PrivateBank Master Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory shall be transferred to the Administrative Agent that Borrower’s Account and any remaining funds deposited in such Blocked the PrivateBank Collection Account represent shall be transferred to a Concentration Account. Until closed all proceeds of in the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration PrivateBank Collection Account shall be transferred on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availabilitya Concentration Account. Any proceeds of A Collateral (other than proceeds in the RBS Merchant Services Account up to an amount equal to $50,000 at any one time) received by the Borrower or and any of its Subsidiaries other Loan Party shall be held by the Borrower or such Subsidiary other Loan Party in trust for the Administrative Agent and the Banks Lenders in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiariessuch other Loan Party, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the a Concentration Account. The Borrower, for Borrower acknowledges (on behalf of itself and its Subsidiaries, acknowledges additional Loan Parties) that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest Lien on the Blocked Accounts and each Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsObligations. No amounts deposited in the Blocked Accounts or any Concentration Account shall be released to the Borrower or any SubsidiaryBorrower, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of to the Borrower extent and its Subsidiaries specified in the A Security Documents as set forth in Section 3 3.1 hereof, it being understood and agreed that the Borrower Borrower, notwithstanding such application application, shall have the right to obtain additional Revolving Loans and L/Cs Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make, and to cause each of its Subsidiaries to make, make such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts or the Collection Accounts to constitute collected funds be dealt with in accordance with its customary practices regarding funds availabilitythe Lockbox Agreement and the Blocked Account Agreements, as applicable. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries Credit Party shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and Lender until deposited into the Banks Blocked Account or the Collection Accounts in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Borrower or its SubsidiariesIntercreditor Agreement, and shall be delivered deposited immediately to the Administrative Agent (together Blocked Account or the Collection Accounts to be dealt with any necessary endorsements thereto) for deposit into in accordance with the Concentration AccountLockbox Agreement and the Blocked Account Agreement, as applicable. The Each Borrower, for itself and its Subsidiarieseach of the other Credit Parties, acknowledges that all funds in the Administrative Agent Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a lien and security interest Lien on the Blocked Accounts and Concentration Account such accounts and all funds contained therein for the ratable benefit of the Banks to secure the Obligations Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and its Subsidiaries specified the Blocked Account Agreement, as applicable. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the A Security Documents. No Accommodations Outstanding, no amounts deposited in the Blocked Accounts or Concentration Account and the Collection Accounts shall be released to the Borrower or any SubsidiaryCredit Parties, but shall shall, subject to the Intercreditor Agreement, instead be applied to, or otherwise held for application to, or as collateral security Security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Borrower and its Subsidiaries specified in Credit Parties to the A Security Documents as set forth in Section 3 hereofLender, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account and without limiting the foregoing, each Borrower and each other Credit Party agrees to make, and to cause each of its Subsidiaries to make, make such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds be dealt with in accordance with its customary practices regarding funds availabilitythe Lockbox Agreement and the Blocked Account Agreements, as applicable. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries Credit Party shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and Lender until deposited into the Banks Blocked Account in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Borrower or its SubsidiariesIntercreditor Agreement, and shall be delivered deposited immediately to the Administrative Agent (together Blocked Account to be dealt with any necessary endorsements thereto) for deposit into in accordance with the Concentration AccountLockbox Agreement and the Blocked Account Agreement, as applicable. The Each Borrower, for itself and its Subsidiarieseach of the other Credit Parties, acknowledges that all funds in the Administrative Agent Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a lien and security interest Lien on the Blocked Accounts and Concentration Account such accounts and all funds contained therein for the ratable benefit of the Banks to secure the Obligations Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Borrower and its Subsidiaries specified Accommodations Outstanding, all funds in the A Security DocumentsBlocked Account shall be transferred to accounts controlled by a Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. No Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no amounts deposited in the Blocked Accounts or Concentration Account the Collection Accounts shall be released to the Borrower or any SubsidiaryCredit Parties, but shall shall, subject to the Intercreditor Agreement, instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Borrower and its Subsidiaries specified in Credit Parties to the A Security Documents as set forth in Section 3 hereofLender, it being understood and agreed that the Borrower Borrowers notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. (i) The Borrower agrees to makeServicer shall administer Collateral Proceeds in accordance with the provisions of this Section 2.7. (ii) The Servicer shall hold, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control on behalf of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if Lenders and so long as it remains under the control of the Administrative Agent, from Collateral Proceeds received by it with respect to any Mortgage Asset, amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable. Such amounts shall be deposited into the Collection Account no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the continuation of an Event of Default, within one Business Day after receipt before 11:00 a.m. (eastern time) by the Servicer. (iii) Prior to the occurrence or declaration of the Drawdown Termination Date or the occurrence of an Advance Cessation Trigger (determined by reference to the most recent Servicer Monthly Report), the Servicer shall withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in the following order of priority: (A) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent to an account designated by the Collateral Agent. (B) On the last day of any Interest Period for any Eurodollar Advance, the Servicer shall deposit an amount equal to accrued interest on each such account Advance to constitute a special restricted account the Administrative Agent’s Account to be forwarded to the applicable Managing Agent’s Account by the Administrative Agent. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate, or the Commercial Paper Rate, to the extent accrued during the most recently ended Interest Period (each such special restricted account with a commercial bank other than or earlier Interest Periods, to the extent unpaid) to the Administrative Agent’s Account, and the Administrative Agent shall forward such funds to be referred the applicable Managing Agent’s Account for the related Lenders. (C) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit an amount equal to hereinafter as a "Blocked the fees, costs and expenses then due and payable pursuant to the Fee Letters, to the Administrative Agent’s Account" , and the special restricted account maintained with the Administrative Agent shall forward such funds, on a pro rata basis in proportion to be referred the outstanding fees, costs and expenses owed to herein each Group Bank, to (a) Bank of America, as a Managing Agent, to Bank of America’s Managing Agent Account, (b) Citicorp, as a Managing Agent, to Citicorp’s Managing Agent Account, (c) JPMorgan, as a Managing Agent, to JPMorgan’s Managing Agent Account, (d) Scotia Capital, as Managing Agent, to Scotia Capital’s Managing Agent Account, (e) SG, as a Managing Agent, to SG’s Managing Agent Account, and (f) the "Concentration Administrative Agent, to the Administrative Agent’s Account"). Each commercial bank at . (D) On each Settlement Date on which a Blocked the Required Reserve Account is maintained must provide Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if either (x) any Lender has not consented to an extension of the Annual Extension Date, but the other Lenders have so consented and such non-extending Lender has not assigned its respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 14.9, or (y) the Borrower has provided prior written acknowledgement and agreement in form and substance reasonably satisfactory notice to the Administrative Agent that funds deposited the Borrower is seeking a Replacement Bank for the Affected Party pursuant to Section 2.20 (in such Blocked Account represent proceeds either the case of clause (x) or (y) above, the A Collateralnon-extending Lender, that such commercial bank agrees or the Affected Party, respectively, are referred to hold such funds as the “Non-Continuing Lenders” for purposes of this subparagraph 2.7(c)(iii)(E)), until the entire unpaid balance of all Obligations owing to the Non-Continuing Lenders are paid, the Servicer shall deposit into the Administrative Agent's bailee subject ’s Account, and the Administrative Agent shall forward to relevant Managing Agent’s Account and the Managing Agent shall promptly forward to its Group Banks and the related Issuers, as appropriate, an amount, to the extent available from Collateral Proceeds, equal to that portion of the amount of Collateral Proceeds remaining after the payment of the items specified in Sections 2.7(c)(iii)(A) through (D), multiplied by a fraction, the numerator of which is the Bank Commitments of Banks or ▇▇▇▇▇▇, as applicable, that are the Non-Continuing Lenders and the denominator of which is the total Bank Commitments of all Banks (such fraction shall be calculated by using the Bank Commitments in effect on the day prior to the reduction of the Bank Commitments to zero for the Banks that are among the Non-Continuing Lenders). (F) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (B) through D above and other than principal on the Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 14.19, to the Administrative Agent's direction and control and that such commercial bank agrees ’s Account to wire transfer or ACH transfer be forwarded to the Concentration applicable Managing Agent’s Account and the Managing Agent shall promptly forward to its Group Banks and the related Issuers, as appropriate. (G) If requested by the Borrower, the Servicer (1) shall remit the amount of any principal prepayment to be made hereunder to the Administrative Agent’s Account to be forwarded to the applicable Managing Agent’s Account and the Managing Agent shall promptly forward to its Group Banks, and the related Issuers, as appropriate, and (2) to the extent not required to make payments pursuant to clauses (A) through (F) on any Settlement Date or at the end of any Interest Period occurring within 30 days after the Borrower’s request, to an account designated by the Borrower to pay for the purchase of Mortgage Assets by the Borrower. (H) On each Settlement Date, the Servicer shall retain for its own account an amount equal to accrued Servicer Fee then due and payable. (I) On any Settlement Date on which all Obligations are paid in full, after payments are made pursuant to clauses (A) through (H), any remaining amount shall be paid to the account of the Borrower. (iv) From and after (x) the occurrence or declaration of the Drawdown Termination Date or (y) the occurrence of an Advance Cessation Trigger (determined by reference to the most recent Servicer Monthly Report), the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in the following order of priority: (A) On each Settlement Date, if the Servicer is not the Originator or an Affiliate of the Originator, an amount equal to accrued Servicer Fee then due and payable shall be paid to the Servicer. (B) On the last day of each Interest Period for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate or the Commercial Paper Rate, to the extent accrued during the most recently ended Interest Period (or earlier Interest Periods, to the extent unpaid), shall be paid to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders, or such lesser amount as is available from Collateral Proceeds, shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees then due and payable, on a daily pro rata basis in proportion to the fees then owing to each Group Bank, to (a) Bank of America, as a Managing Agent, to Bank of America’s Managing Agent Account, (b) Citicorp, as a Managing Agent, to Citicorp’s Managing Agent Account, (c) JPMorgan, as a Managing Agent, to JPMorgan’s Managing Agent Account, (d) Scotia Capital, as Managing Agent, to Scotia Capital’s Managing Agent Account, (e) SG, as a Managing Agent, to SG’s Managing Agent Account, and (f) Calyon New York, as a Managing Agent, to the Administrative Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 2.7(c)(iii)(F) are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all amounts Obligations are paid in full, if the Servicer is the Originator or an Affiliate of the Originator, an amount equal to accrued Servicer Fee then due and payable shall be paid to the Servicer. (H) On the Settlement Date on deposit which all Obligations are paid in full, and after payments pursuant to clauses (A) through (G) have been made, any remaining amount shall be paid to the Blocked Account as and when account of the Borrower. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such commercial bank deems such amounts funds to constitute collected funds the Lenders in its Group or to itself for application to the Obligations in accordance with its customary practices regarding funds availability. Any proceeds the order of A Collateral received by the Borrower or any of its Subsidiaries shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiaries, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Account. The Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security Documents. No amounts deposited in the Blocked Accounts or Concentration Account shall be released to the Borrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as priority set forth in Section 3 hereof2.7(c)(iii) or (iv), it being understood as applicable. (vi) On the Drawdown Termination Date and agreed thereafter, the Issuers shall use commercially reasonable efforts to coordinate Interest Periods for advances so that the Consequential Losses and other expenses charged to Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereofare mitigated.

Collateral Proceeds. The Borrower agrees to make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiaries, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Account. The Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security Documents. No amounts deposited in the Blocked Accounts or Concentration Account shall be released to the Borrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof."