Common use of Cash Collateral Accounts Clause in Contracts

Cash Collateral Accounts. Each deposit under Section 2.12(a) and 2.12(b) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower.

Cash Collateral Accounts. Each deposit and Permitted Cover under Section Sections 2.12(a), (b) and 2.12(b(c) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower Company under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower Company shall enter into any pledge or security agreement and any UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such Permitted Investment activities shall be for the account of the BorrowerCompany. Interest or profits, if any, on such investments shall accumulate in such accountsaccounts for the account of the Company. Moneys in such accounts may shall be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender Lenders for LC Disbursements for which it has they have not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower Company for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any LC Excess; provided that moneys in such accounts relating to the Company’s obligations under Section 2.12(c) shall be applied by the Administrative Agent to reimburse the Issuing Lenders on a ratable basis for the applicable Defaulting Lender’s Applicable Percentage of LC Disbursements for which the Issuing Lenders have not been reimbursed. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no LC Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after request therefor by the BorrowerCompany. If the Borrower Company is required to provide an amount of cash collateral hereunder as a result of any LC Excess, and the Administrative Agent shall subsequently determine that the amount of such LC Excess is equal to or less than the amount on deposit in respect of the existence of such LC Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower Company within three Business Days after request therefor by the BorrowerCompany. If the Company is required to provide an amount of cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or the LC Exposure and Revolving Advances outstanding are subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the sum of the LC Exposure and Revolving Advances outstanding, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Company within three (3) Business Days after request therefor by the Company.

Cash Collateral Accounts. Each deposit under Section 2.12(a(a) and 2.12(b) All cash of the Obligors shall be held deposited by the Administrative Agent (Obligors in one or more accounts subject to Section 7.09) as collateral the perfected Agent’s Lien by virtue of, and having the priority set forth in, the Financing Order and, except for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and controlMain Operating Account, including the exclusive right of withdrawal, over such account. If if at any time required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of upon the occurrence and during the continuance of an Event of Default, under its exclusive dominion and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (control upon written notice to the extent General Partner and the applicable financial institution. Such funds shall be held in a Cash Collateral Account until such time as the amounts held therein are applied by the relevant Obligors to pay expenses or otherwise used in accordance with this Agreement. So long as no Event of Default shall have occurred and be continuing, amounts held in a Cash Collateral Account shall be available to the Obligors for use in a manner or for a purpose not prohibited by this Agreement. During the existence of an Event of Default all amounts held in any Cash Collateral Account (other than amounts held in the Main Operating Account subject to the Liens in favor of the Adequate Protection Parties (as defined in the Financing Order)), at the election of the Agent, shall be applied as aforesaidrequired by Section 11.2(e); provided that during the existence of an Event of Default (1) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of notwithstanding the existence of such ExcessEvent of Default or an acceleration of the Obligations, provided there is no Default then funds in existence, such excess amount of cash, if greater than $1,000,000 (the Main Operating Account that are not subject to the extent first priority Agent’s Lien shall not applied as aforesaidbe transferred out of the Main Operating Account other than for ordinary course expenditures to protect and preserve the Collateral (including all documented payroll expenses (including benefits), shall be returned operating expenses of the Properties, taxes, insurance premiums, ground rents with respect to the Borrower within three Business Days after request therefor Properties, and cash management, in each case, in the ordinary course of business, and the adequate protection payments) and (2) funds in any Cash Collateral Account that are subject to the first priority Agent’s Lien (x) may, until otherwise directed by Agent, be transferred out of the BorrowerCash Collateral Accounts only for ordinary course expenditures to protect and preserve the Collateral (including all documented payroll expenses (including benefits), operating expenses of the Properties, taxes, insurance premiums, ground rents with respect to the Properties, and cash management, in each case, in the ordinary course of business and (y) at the Agent’s sole discretion and with the consent of the Majority Lenders, any funds in the Cash Collateral Accounts that are subject to the first priority Agent’s Lien may instead be applied at the direction of the Agent.

Cash Collateral Accounts. Each In addition to the requirement to deposit under cash collateral pursuant to Section 2.12(a) 2.14(a)(iii), at any time and 2.12(b) shall be held by from time to time after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deposit cash collateral into its respective Cash Collateral Account in an amount equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (subject whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to Section 7.09) as collateral draw thereunder). Each Account Party hereby grants to the Collateral Agent, for the payment and performance benefit of the obligations of Issuing Bank, the Borrower under this AgreementAgents and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts held by them. If required by Other than any interest on the Administrative Agentinvestment of such amounts in cash equivalent investments, which investments shall be made at the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor direction of the Administrative Agent Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as the Administrative Agent shall require. Such deposits to investments shall be invested made at the option and in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account discretion of the BorrowerCollateral Agent), amounts in the Cash Collateral Account shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such accountsaccount. Moneys In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.2(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such accounts may be applied by order and manner as the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excessdirect. If the Borrower an Account Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Account Party within three (3) Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount all Events of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to Default have been cured or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrowerwaived.

Cash Collateral Accounts. Each deposit and Permitted Cover under Section Sections 2.12(a), (b) and 2.12(b(c) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower Applicant Party under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower Applicant Party shall enter into any pledge or security agreement and any UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall reasonably require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the BorrowerApplicant Party. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may shall be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender Lenders for LC Disbursements for which it has they have not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower Applicant Party for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess, provided that moneys in such accounts relating to the Applicant Party’s obligations under Section 2.12(c) shall be applied by the Administrative Agent to reimburse the Issuing Lenders on a ratable basis for the applicable Defaulting Lender’s Applicable Percentage of LC Disbursements for which the Issuing Lenders have not been reimbursed. If the Borrower Applicant Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Applicant Party within three Business Days after request therefor by the BorrowerApplicant Party. If the Borrower Applicant Party is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower Applicant Party within three (3) Business Days after request therefor by the BorrowerApplicant Party. If the Applicant Party is required to provide an amount of cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or the LC Exposure is subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the LC Exposure, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Applicant Party within three (3) Business Days after request therefor by the Applicant Party.

Cash Collateral Accounts. The Collateral Agent has established a deposit account (the "Cash Collateral Account") at Xxxxxx Bank, designated as "Guggenheim ClimaChem Collateral Account". The Collateral Agent may establish one or more other deposit accounts and one or more Securities Accounts with such depositaries and securities intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the Administrative name of the Collateral Agent (subject but may also have words referring to Section 7.09) as collateral for ClimaChem and the payment account's purpose). ClimaChem agrees that each such account shall be under the sole dominion and performance control of the obligations of the Borrower under this AgreementCollateral Agent. The Administrative Collateral Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement entitlement holder with respect to each such cash collateral Securities Account and the only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, funds on deposit in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall any Cash Collateral Account may be invested in Permitted Investments selected by Cash Equivalents, and only Cash Equivalents, at the Administrative direction of the Collateral Agent in its sole discretion. All losses and expenses incurred as the Purchasers, on a result of such activities pro rata basis, shall be for entitled to any income from any such investment; provided, however, that the account Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such investment. Neither ClimaChem nor any other Credit Party or Person claiming on behalf of or through ClimaChem or any other Credit Party shall have any right to demand payment of any of the Borrower. Interest or profits, if any, on such investments shall accumulate funds held in such accounts. Moneys in such accounts may be applied by any Cash Collateral Account at any time prior to the Administrative Agent (at its sole discretion) earlier of (i) to reimburse each Issuing Lender for LC Disbursements for the date on which it has not been reimbursed; all Obligations are irrevocably paid in full and (ii) to the extent not Cash Collateral Release Date. Upon request by ClimaChem at any time after the Cash Collateral Release Date, so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time long as no Default or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess Default is then continuing, the Collateral Agent shall, at ClimaChem's expense, remit or release all amounts in existence, such the Cash Collateral Account less (i) any amount (to representing income earned on the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount funds on deposit in respect of the existence of such ExcessCash Collateral Accounts and (ii) all fees payable pursuant to Section 6.1(n) hereof. The Required Holders may, provided there is no Default then at any time, in existencetheir sole discretion, such excess amount of cash, if greater than $1,000,000 (apply any and all amounts in any Cash Collateral Account to any Cash Interest payable on the Notes or to the extent other Obligations if not applied as aforesaid)paid when due, shall be returned to the Borrower within three Business Days after request therefor by the Borrower.applicable grace periods. 3.3

Cash Collateral Accounts. Each deposit At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deliver to the Collateral Agent such additional amount of cash as is equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under Section 2.12(aany Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and 2.12(b(ii) that an Account Party elects to make a payment into a Cash Collateral Account as provided in Section 2.14, such amounts under clause (i) above shall be held by the Administrative Collateral Agent and under clause (subject ii) above shall be held by the Issuing Bank, in a cash collateral account (each being a “Cash Collateral Account”). Each Account Party hereby grants to Section 7.09) as collateral the Collateral Agent, for the payment and performance benefit of the obligations of Issuing Bank, the Borrower under this AgreementAgents and the Lenders, and to the Issuing Bank for its own benefit, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party’s Obligations, and for application to such Account Party’s Obligations as and when the same shall arise. The Administrative Collateral Agent and Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts held by them. If required by Other than any interest on the Administrative Agentinvestment of such amounts in cash equivalent investments, which investments shall be made at the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor direction of the Administrative Agent Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as the Administrative Agent shall require. Such deposits to investments shall be invested made at the option and in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account discretion of the BorrowerCollateral Agent or Issuing Bank, as applicable), amounts in the Cash Collateral Account shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such accountsaccount. Moneys In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party’s Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank or the Issuing Bank will withdraw an amount equal to the reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such reimbursement obligation, all of such amounts) to reimburse the Issuing Bank (and any Lenders that have funded any unreimbursed draws pursuant to Section 2.02(e)) therefor. Any amounts remaining in an Account Party’s Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank and the Lenders for all of such Account Party’s Obligations thereunder shall be held by the Collateral Agent or Issuing Bank, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such accounts may be applied by order and manner as the Administrative Agent may direct. If the Account Parties provide cash collateral pursuant to Section 2.14(b)(iii), such amount (at its sole discretionto the extent not applied as aforesaid) shall be returned to such Account Parties on demand, provided that after giving effect to such return (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; the conditions that required such cash collateral shall no longer be continuing and (ii) to the extent not so applied, may no Default or Event of Default shall have occurred and be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure continuing at such time or any other Obligations or to cover any losses in respect of any Excesstime. If the Borrower an Account Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Account Party within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount all Events of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to Default have been cured or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrowerwaived.

Cash Collateral Accounts. The Administrative Agent has established the Administrative Agent Concentration Account at Huntington. The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for each Grantor and the payment account’s purpose). Each Grantor agrees that each such account shall be under the sole dominion and performance control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement Entitlement Holder with respect to each such cash collateral Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalent Investments at the request of the Borrower or the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then the Administrative Agent agrees with each Grantor to issue Entitlement Orders for such investments in existenceCash Equivalent Investments as requested by each Grantor; provided, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excesshowever, and that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Grantors nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrower or any other Loan Party shall have any right to or less than demand payment of any funds held in any Cash Collateral Account at any time prior to the amount termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in respect a Cash Collateral Account as provided in the Credit Agreement and, except during the continuance of an Event of Default, agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the written direction of the existence of such Excess, provided there is no Default then Borrower. Except as required in existence, such excess amount of cash, if greater than $1,000,000 (Sections 5.2 and 5.4 hereof or pursuant to the extent not applied as aforesaid)Credit Agreement, a Grantor shall be returned have no obligation to the Borrower within three Business Days after request therefor by the Borrowerfund or deposit any Collateral into a Cash Collateral Account.

Cash Collateral Accounts. Each deposit and Permitted Cover under Section Sections 2.12(a), (b) and 2.12(b(c) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower Applicant Party under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower Applicant Party shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall reasonably require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the BorrowerApplicant Party. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower Applicant Party for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess, provided that moneys in such accounts relating to the Applicant Party’s obligations under Section 2.12(c) shall be applied by the Administrative Agent to reimburse the Issuing Lenders on a ratable basis for the applicable Defaulting Lender’s Applicable Percentage of LC Disbursements for which the Issuing Lenders have not been reimbursed. If the Borrower Applicant Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Applicant Party within three Business Days after request therefor by the BorrowerApplicant Party. If the Borrower Applicant Party is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower Applicant Party within three (3) Business Days after request therefor by the BorrowerApplicant Party. If the Applicant Party is required to provide an amount of cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or the LC Exposure is subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the LC Exposure, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Applicant Party within three (3) Business Days after request therefor by the Applicant Party.

Cash Collateral Accounts. The Administrative Agent has established a Deposit Account at Citibank, designated as "Citicorp USA, Inc. - National Steel Corporation Concentration Account". The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and securities intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for the payment Borrower and performance the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement entitlement holder with respect to each such cash collateral Securities Account and the only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to Administrative Agent agrees with the Borrower within three Business Days after request therefor to issue entitlement orders for such investments in Cash Equivalents as requested by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess; provided, and however, that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Borrower nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrower or any other Loan Party shall have any right to or less than demand payment of any of the amount funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding monetary Obligations then due and payable. The Administrative Agent shall apply all funds on deposit in respect any Cash Collateral Account as provided in this Agreement and, except during the continuance of an Event of Default, agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the existence written direction of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower.

Cash Collateral Accounts. The Administrative Agent has established a Deposit Account at Bank of New York, designated as "CSFB/Washington Group Loan Account". The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by for the benefit of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for the payment Borrower and performance the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement Entitlement Holder with respect to each such cash collateral Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to Administrative Agent agrees with the Borrower within three Business Days after request therefor to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess; PROVIDED, and HOWEVER, that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Borrower nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrower or any other Loan Party shall have any right to or less than demand payment of any funds held in any Cash Collateral Account at any time prior to the amount termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in respect a Cash Collateral Account as provided in the Credit Agreement and except during the continuance of an Event of Default agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the existence written direction of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower.

Cash Collateral Accounts. Each deposit and Permitted Cover under Section Sections 2.12(a), (b) and 2.12(b(c) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and any UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may shall be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender Lenders for LC Disbursements for which it has they have not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess; provided that moneys in such accounts relating to the Borrower’s obligations under Section 2.12(c) shall be applied by the Administrative Agent to reimburse the Issuing Lenders on a ratable basis for the applicable Defaulting Lender’s Applicable Percentage of LC Disbursements for which the Issuing Lenders have not been reimbursed. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or the LC Exposure and Revolving Advances outstanding are subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the sum of the LC Exposure and Revolving Advances outstanding, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Borrower within three (3) Business Days after request therefor by the Borrower.

Cash Collateral Accounts. The Administrative Agent has established a Deposit Account at Citibank, designated as "Citicorp USA, Inc. - National Steel Corporation Concentration Account". The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for the payment Borrower and performance the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement entitlement holder with respect to each such cash collateral Securities Account and the only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to Administrative Agent agrees with the Borrower within three Business Days after request therefor to issue entitlement orders for such investments in Cash Equivalents as requested by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess; provided, and however, that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Borrower nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrower or any other Loan Party shall have any right to or less than demand payment of any of the amount funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding monetary Obligations then due and payable. The Administrative Agent shall apply all funds on deposit in respect any Cash Collateral Account as provided in the Credit Agreement and, except during the continuance of an Event of Default, agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the existence written direction of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower.

Cash Collateral Accounts. Each The Collateral Agent has established a deposit account at Citibank, N.A., designated as "Citicorp USA, Inc. - Oxford Automotive, Inc. Concentration Account", which account is under Section 2.12(a) and 2.12(b) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive its sole dominion and control. The Collateral Agent may establish one or more other deposit accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Collateral Agent (but may also have words referring to the Grantors and the account's purpose), including and shall be under its sole dominion and control. The Collateral Agent shall be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement entitlement holder with respect to each such cash collateral Securities Account and the only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, funds on deposit in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall any Cash Collateral Account may be invested in Permitted Investments selected by Cash Equivalents at the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account direction of the Borrower. Interest or profitsCollateral Agent and, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by except during the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured the Collateral Agent agrees with the Grantor to issue entitlement orders for such investments in Cash Equivalents as requested by the Company; provided, however, that the Collateral Agent shall not have any responsibility for, or waived and no Excess is then bear any risk of loss of, any such investment or income thereon. Neither the Company nor any other Loan Party or Person claiming on behalf of or through the Company or any other Loan Party shall have any right to demand payment of any of the funds held in existence, such amount (any Cash Collateral Account at any time prior to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount termination of cash collateral hereunder as a result all outstanding Letters of any Excess, Credit and the Administrative payment in full of all then outstanding and payable monetary Obligations. The Collateral Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount apply all funds on deposit in respect a Cash Collateral Account as provided in the Credit Agreement and except during the continuance of an Event of Default agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations and Bankers' Acceptance Obligations have been cash collateralized at 105% to be paid at the written direction of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the BorrowerCompany.

Cash Collateral Accounts. Each deposit At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deliver to the Collateral Agent such additional amount of cash as is equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under Section 2.12(aany Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and 2.12(b(ii) shall that an Account Party elects to make a payment into a Cash Collateral Account as provided in SECTION 2.14, such amounts under clause (i) above to be held by the Administrative Collateral Agent and under clause (subject ii) above to Section 7.09) as be held by the Issuing Bank, in a cash collateral account (each being a "Cash Collateral Account"). Each Account Party hereby grants to the Collateral Agent, for the payment and performance benefit of the obligations of Issuing Bank, the Borrower under this AgreementAgents and the Lenders, and to the Issuing Bank for its own benefit, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party's Obligations, and for application to such Account Party's Obligations as and when the same shall arise. The Administrative Collateral Agent and Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts held by them. If required by Other than any interest on the Administrative Agentinvestment of such amounts in cash equivalent investments, which investments shall be made at the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor direction of the Administrative Agent Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as the Administrative Agent shall require. Such deposits to investments shall be invested made at the option and in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account discretion of the BorrowerCollateral Agent or Issuing Bank, as applicable), amounts in the Cash Collateral Account shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such accountsaccount. Moneys In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party's Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank or the Issuing Bank will withdraw an amount equal to the reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such reimbursement obligation, all of such amounts) to reimburse the Issuing Bank therefor. Any amounts remaining in an Account Party's Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank for all of such Account Party's Obligations thereunder shall be held by the Collateral Agent or Issuing Bank, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such accounts may be applied by order and manner as the Administrative Agent may direct. If the Account Parties provide cash collateral pursuant to SECTION 2.14(b)(iii), such amount (at its sole discretionto the extent not applied as aforesaid) shall be returned to such Account Parties on demand, provided that after giving effect to such return (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; the conditions that required such cash collateral shall no longer be continuing and (ii) to the extent not so applied, may no Default or Event of Default shall have occurred and be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure continuing at such time or any other Obligations or to cover any losses in respect of any Excesstime. If the Borrower an Account Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Account Party within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount all Events of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to Default have been cured or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrowerwaived.

Cash Collateral Accounts. Each deposit under Section 2.12(a) and 2.12(b) shall be held by Promptly upon demand of the Administrative Agent (pursuant to Section 11.03 or if requested by Borrower in connection with Section 4.02(e)(ii), the Administrative Agent will establish one or more Cash Collateral Accounts denominated in Dollars. The Administrative Agent alone shall have power of Credit Agreement withdrawal from the Cash Collateral Accounts. Borrower hereby authorizes the Administrative Agent to apply all immediately available funds on deposit in the Cash Collateral Accounts as set forth in Section 4.02(e)(ii) or if the Obligations hereunder have been accelerated, subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement11.03, to any other Obligations. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Accounts and shall be deemed to have exclusive dominion and control, including the exclusive right of withdrawal, over exercised such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect care if such funds are accorded treatment substantially equivalent to such cash collateral in favor of that which the Administrative Agent as accords its own like property, it being understood that the Administrative Agent shall requirenot be required to preserve rights of any Credit Party in such accounts or any amounts on deposit therein or any Investments subject thereto against third parties but may do so at its option. Such deposits All expenses incurred in connection therewith shall constitute Obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement, except as set forth in the next sentence, no Credit Party nor any Person or entity claiming on behalf of or through any Credit Party shall have any right to withdraw any of the funds held in the Agent’s Account or any Cash Collateral Account. Upon the Payment In Full of the Obligations and termination of the Commitments or at any such time during which no Event of Default has occurred and is continuing, any funds remaining in the Cash Collateral Account shall be invested in Permitted Investments selected returned by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest to Borrower or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied paid by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, whomever may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excesslegally entitled thereto, and the Administrative Agent shall subsequently determine that release the amount of security over such Excess is equal accounts and terminate any associated control rights it may have. Borrower agrees to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (pay to the extent not applied as aforesaid)Administrative Agent any and all reasonable fees, shall be returned to costs and expenses which the Borrower within three Business Days after request therefor by Administrative Agent or any of its Affiliates incurs in connection with opening and maintaining the BorrowerCash Collateral Accounts.

Cash Collateral Accounts. Each deposit under Section 2.12(a(i) Maintain each of the Cash ------------------------ Collateral Accounts with Citibank and 2.12(b) shall be held maintain, and cause each of the Restricted Subsidiaries to maintain, each of its Blocked Accounts and its Disbursement Accounts with Citibank or one or more other banks selected by one of the Borrowers or the Restricted Subsidiaries and reasonably acceptable to the Administrative Agent that have accepted the assignment of such accounts to the Administrative Agent pursuant to the terms of the Security Agreement and the respective Blocked Account Letters and Disbursement Letters referred to therein; (ii) cause all of the proceeds of the Collateral (including, without limitation, all proceeds of Receivables) to be deposited directly into one of the Cash Collateral Accounts, the Lockboxes or the Blocked Accounts; provided that if causing the direct deposit of any such proceeds into one of the Cash Collateral Accounts, the Lockboxes or the Blocked Accounts would be disadvantageous to the business of the applicable Borrower or Restricted Subsidiary in any material respect, then, subject to Section 7.0913(b) as collateral of the Security Agreement, such Borrower or such Restricted Subsidiary may receive such proceeds in trust for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor benefit of the Administrative Agent as and the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected other Secured Parties, may segregate such proceeds from the other property and funds thereof and may deposit such proceeds into the applicable Cash Collateral Account within two Business Days after the earlier of (A) the date on which such proceeds are deposited into any deposit account (other than any of the Cash Collateral Accounts or the Blocked Accounts) and (B) the date of receipt thereof by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result or on behalf of such activities shall be for the account of the Borrower. Interest Borrower or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursedRestricted Subsidiary; and (iiiii) establish and maintain cash management systems reasonably acceptable to the extent not so applied, may be held for Lenders; provided that it is hereby acknowledged and agreed that the satisfaction cash management systems of Fox Kids and its Subsidiaries agreed to among Fox Kids and the reimbursement obligations of Lenders and in effect on the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults Phase I Closing Date are subsequently cured or waived and no Excess is then in existence, such amount (acceptable to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the BorrowerLenders.

Cash Collateral Accounts. Each deposit At any time and from time to time (i) after the occurrence and during the continuance of an Event of Default with respect to any Account Party, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require such Account Party to deliver to the Collateral Agent such additional amount of cash as is equal to the aggregate Letter of Credit Exposure for such Account Party at any time outstanding (whether or not any beneficiary under Section 2.12(aany Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and 2.12(b(ii) shall that an Account Party elects to make a payment into a Cash Collateral Account as provided in SECTION 2.14, such amounts under clause (i) above to be held by the Administrative Collateral Agent and under clause (subject ii) above to Section 7.09) as be held by the Issuing Bank, in a cash collateral account (each being a "Cash Collateral Account"). Each Account Party hereby grants to the Collateral Agent, for the payment and performance benefit of the obligations of Issuing Bank, the Borrower under this AgreementAgents and the Lenders, and to the Issuing Bank for its own benefit, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for such Account Party's Obligations, and for application to such Account Party's Obligations as and when the same shall arise. The Administrative Collateral Agent and Issuing Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccounts held by them. If required by Other than any interest on the Administrative Agentinvestment of such amounts in cash equivalent investments, which investments shall be made at the Borrower shall enter into any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor direction of the Administrative Agent Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as the Administrative Agent shall require. Such deposits to investments shall be invested made at the option and in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account discretion of the BorrowerCollateral Agent or Issuing Bank, as applicable), amounts in the Cash Collateral Account shall not bear interest. Interest or and profits, if any, on such investments shall accumulate in such accountsaccount. Moneys In the event of a drawing, and subsequent payment by the Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Applicable Account Party's Cash Collateral Account, the Collateral Agent will deliver to the Issuing Bank or the Issuing Bank will withdraw an amount equal to the reimbursement obligation created as a result of such payment (or, if the amounts so held are less than such reimbursement obligation, all of such amounts) to reimburse the Issuing Bank therefor. Any amounts remaining in an Account Party's Cash Collateral Account after the expiration of all Letters of Credit of such Account Party and reimbursement in full of the Issuing Bank for all of such Account Party's Obligations thereunder shall be held by the Collateral Agent or Issuing Bank, for the benefit of the applicable Account Party, to be applied against the Obligations of such Account Party in such accounts may be applied by order and manner as the Administrative Agent may direct. If the Account Parties provide cash collateral pursuant to SECTION 2.14(B)(III), such amount (at its sole discretionto the extent not applied as aforesaid) shall be returned to such Account Parties on demand, provided that after giving effect to such return (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; the conditions that required such cash collateral shall no longer be continuing and (ii) to the extent not so applied, may no Default or Event of Default shall have occurred and be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure continuing at such time or any other Obligations or to cover any losses in respect of any Excesstime. If the Borrower an Account Party is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Account Party within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount all Events of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to Default have been cured or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrowerwaived.

Cash Collateral Accounts. The Administrative Agent has established a Deposit Account at Citibank designated as "Citicorp USA, Inc. - Exide Concentration Account" (the "Concentration Account"). The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for the payment Borrowers and performance the account's purpose). Each Borrower agrees that each such account shall be under the sole dominion and control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement Entitlement Holder with respect to each such cash collateral Securities Account and the only Person authorized to give entitlement orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then the Administrative Agent agrees with the Company to issue Entitlement Orders for such investments in existence, such amount (to the extent not applied Cash Equivalents as aforesaid) shall be returned to the Borrower within three Business Days after request therefor requested by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any ExcessCompany; provided, and however, that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Borrowers nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrowers or any other Loan Party shall have any right to or less than demand payment of any of the amount funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in respect a Cash Collateral Account as provided this Agreement and except during the continuance of an Event of Default agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the written direction of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the BorrowerCompany.

Cash Collateral Accounts. The Administrative Agent may from time to time establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine for purposes of Sections 2.4(b), 2.9(f) or 7.3 of the Credit Agreement or otherwise. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for the payment Borrower and performance the account's purpose). The Grantors agree that each such account shall be under the sole dominion and control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement Entitlement Holder with respect to each such cash collateral Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then the Administrative Agent agrees with the Grantor to issue Entitlement Orders for such investments in existence, such amount (to the extent not applied Cash Equivalents as aforesaid) shall be returned to the Borrower within three Business Days after request therefor requested by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess; provided, and however, that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Borrower nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrower or any other Loan Party shall have any right to or less than demand payment of any of the amount funds held in any Cash Collateral Account at any time an Event of Default shall have occurred and be continuing. The Administrative Agent shall apply all funds on deposit in respect a Cash Collateral Account as provided in the Credit Agreement and, except during the continuance of an Event of Default, agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied (other than any funds deposited in accordance with clause (x)(B)(ii) or clause (y)(B)(ii) of Section 2.4(b) or Section 2.9(f) of the existence Credit Agreement) at the written direction of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower.

Cash Collateral Accounts. Each deposit account maintained by each Borrower and each Subsidiary Guarantor shall be established and maintained with Agent (the "Operating Accounts"), subject to such rules and regulations as Agent may from time to time specify. Such Operating Accounts shall be the sole operating accounts of Borrowers and the Subsidiary Guarantors; provided that Borrowers and the Subsidiary Guarantors may establish and maintain other operating accounts with Persons other than Agent so long as the aggregate balance of all such operating accounts not maintained with Agent does not exceed $50,000, for Borrowers and all Subsidiary Guarantors, taken as a whole. Such accounts shall be maintained with the Agent until all amounts due hereunder and under Section 2.12(athe Notes have been paid in full. To the extent not already so instructed, each Borrower and each Subsidiary Guarantor shall, within sixty (60) days of the Effective Date, instruct and cause all monetary proceeds of production from the Oil and Gas Properties to be remitted to its Operating Accounts. Such proceeds of production shall not be redirected without the prior written consent of the Agent until such time as all indebtedness due Lenders by Borrowers has been paid in full and the Commitments have been terminated. Each Borrower hereby grants, and the Company shall cause each Subsidiary Guarantor to grant, a security interest to Lenders in and to their Operating Accounts (collectively, the "Cash Collateral Accounts") and 2.12(b) all checks, drafts and other items ever received by any Lender for deposit therein. If any Event of Default shall occur and be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative continuing, Agent shall have exclusive dominion the immediate right, without prior notice or demand, to take and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into apply against Borrowers' obligations hereunder any pledge or security agreement and UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured funds legally and beneficially owned by any Borrower and any Subsidiary Guarantor then or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount thereafter on deposit in respect the Cash Collateral Accounts for the ratable benefit of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the BorrowerLenders.

Cash Collateral Accounts. Each deposit and Permitted Cover under Section Sections 2.12(a), (b) and 2.12(b(c) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and any UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such Permitted Investment activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accountsaccounts for the account of the Borrower. Moneys in such accounts may shall be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender Lenders for LC Disbursements for which it has they have not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess; provided that moneys in such accounts relating to the Borrower’s obligations under Section 2.12(c) shall be applied by the Administrative Agent to reimburse the Issuing Lenders on a ratable basis for the applicable Defaulting Lender’s Applicable Percentage of LC Disbursements for which the Issuing Lenders have not been reimbursed. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or the LC Exposure and Revolving Advances outstanding are subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the sum of the LC Exposure and Revolving Advances outstanding, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Borrower within three (3) Business Days after request therefor by the Borrower.

Cash Collateral Accounts. Each deposit and Permitted Cover under Section Sections 2.12(a), (b) and 2.12(b(c) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and any UCC financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accountsaccounts for the account of the Borrower. Moneys in such accounts may shall be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender Lenders for LC Disbursements for which it has they have not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess; provided that moneys in such accounts relating to the Borrower’s obligations under Section 2.12(c) shall be applied by the Administrative Agent to reimburse the Issuing Lenders on a ratable basis for the applicable Defaulting Lender’s Applicable Percentage of LC Disbursements for which the Issuing Lenders have not been reimbursed. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Lender becoming a Defaulting Lender, and such Lender ceases to be a Defaulting Lender or the LC Exposure and Revolving Advances outstanding are subsequently reduced such that the amount of cash collateral provided therefor exceeds such Defaulting Lender’s Applicable Percentage of the sum of the LC Exposure and Revolving Advances outstanding, such cash collateral (or excess amount of cash collateral, if applicable), to the extent not previously applied to the Defaulting Lender’s obligations hereunder, shall be returned to the Borrower within three (3) Business Days after request therefor by the Borrower.

Cash Collateral Accounts. The Administrative Agent has established the Administrative Agent Concentration Account at Huntington. The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for each Grantor and the payment account’s purpose). Each Grantor agrees that each such account shall be under the sole dominion and performance control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement Entitlement Holder with respect to each such cash collateral Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalent Investments at the request of the Borrower or the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then the Administrative Agent agrees with each Grantor to issue Entitlement Orders for such investments in existenceCash Equivalent Investments as requested by each Grantor; provided, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excesshowever, and that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Grantors nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrower or any other Loan Party shall have any right to or less than demand payment of any funds held in any Cash Collateral Account at any time prior to the amount termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in respect a Cash Collateral Account as provided in the Credit Agreement and, except during the continuance of an Event of Default, agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 100% to be paid at the written direction of the existence Borrower. (At any time during the continuance of such Excessan Event of Default or occurrence of a Potential Default, provided there 105% of the cash collateral is no Default then required.) Except as required in existence, such excess amount of cash, if greater than $1,000,000 (Sections 5.2 and 5.4 hereof or pursuant to the extent not applied as aforesaid)Credit Agreement, a Grantor shall be returned have no obligation to the Borrower within three Business Days after request therefor by the Borrowerfund or deposit any Collateral into a Cash Collateral Account.

Cash Collateral Accounts. Each deposit under Section 2.12(a) and 2.12(b) shall be held by the Administrative Agent (subject to Section 7.09) as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC Uniform Commercial Code financing statement with respect to such cash collateral in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or other any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Administrative Agent shall subsequently determine that the amount of such Excess is equal to or less than the amount on deposit in respect of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall may be returned to the Borrower within three Business Days after request therefor by the Borrower.

Cash Collateral Accounts. The Bank Administrative Agent has established a Deposit Account at Citibank, N.A., designated as "Citicorp USA, Inc. - FMC Concentration Account". The Bank Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Bank Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for the payment Borrower and performance the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the obligations of the Borrower under this AgreementBank Administrative Agent. The Bank Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement Entitlement Holder with respect to each such cash collateral Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in favor of the Administrative Agent as the Administrative Agent shall require. Such deposits shall any Cash Collateral Account may be invested in Permitted Investments selected by Cash Equivalents at the direction of the Bank Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for and, except during the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to Bank Administrative Agent agrees with the Borrower within three Business Days after request therefor to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower. If ; provided, however, that the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess, and the Bank Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Pledge and Security Agreement FMC Corporation Borrower nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrower or any other Loan Party shall have any right to or less than demand payment of any funds held in any Cash Collateral Account at any time prior to the amount termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Secured Obligations. The Bank Administrative Agent shall apply all funds on deposit in respect a Cash Collateral Account as provided in Section 5.5 and, except during the continuance of an Event of Default, agrees to cause any funds remaining on deposit therein after all Secured Obligations then due and payable have been satisfied and all Letter of Credit Obligations and all letter of credit obligations under the existence L/C Agreement have been cash collateralized at 105% to be paid at the written direction of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower.

Cash Collateral Accounts. The Administrative Agent has established a Deposit Account at Citibank N.A. designated as “Citicorp USA, Inc. —JohnsonDiversey Concentration Account ”. The Table of Contents Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for the payment Company and performance the account’s purpose). The Grantors agree that each such account shall be under the sole dominion and control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement Entitlement Holder with respect to each such cash collateral Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then the Administrative Agent agrees with the Grantors to issue Entitlement Orders for such investments in existence, such amount (to the extent not applied Cash Equivalents as aforesaid) shall be returned to the Borrower within three Business Days after request therefor requested by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any ExcessCompany; provided, and however, that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Company nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Company or any other Loan Party shall have any right to or less than demand payment of any funds held in any Cash Collateral Account at any time prior to the amount termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in respect a Cash Collateral Account as provided in the Credit Agreement and except during the continuance of an Event of Default agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the written direction of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the BorrowerCompany.

Cash Collateral Accounts. Each deposit under (a) All amounts deposited as cash collateral with the Collateral Agent pursuant to Section 2.12(a) and 2.12(b) 12.3 shall be deposited in separate cash collateral accounts (such accounts, and any replacement or supplemental account into which any such cash collateral may at any time be deposited, collectively, the "Cash Collateral Accounts") established by NRG Energy with the Collateral Agent and under the dominion and control of the Collateral Agent, to be held by or applied, or released for application, as provided in this Section 6.4. NRG Energy hereby grants to the Administrative Agent (subject to Section 7.09) Collateral Agent, for the benefit of Secured Parties, as collateral security for the payment and performance of the NRG's obligations hereunder, a security interest in and lien on (i) the Cash Collateral Accounts, (ii) all amounts now or at any time on deposit therein, (iii) all investment property or other financial assets from time to time credited thereto, and (iv) all proceeds of any of the Borrower under this Agreementforegoing, in whatever form. The Administrative Agent In connection with the making of the initial deposit in any Cash Collateral Account, NRG Energy shall have exclusive dominion and controlbe required to (a) execute such documentation as may be necessary, including the exclusive right of withdrawal, over such account. If required or that is reasonably requested by the Administrative Collateral Agent, in order to grant to the Borrower shall enter into any pledge or Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Cash Collateral Accounts (subject to NRG Permitted Liens), including, without limitation, an account control agreement containing control provisions substantially similar to those contained in the Depositary Agreement and UCC financing statement (b) deliver an opinion of counsel with respect to such cash collateral in favor the Cash Collateral Accounts substantially similar to the opinion given with respect to the Accounts on the Closing Date. Upon the earlier to occur of the Administrative Agent as the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and termination of this Agreement in accordance with Section 9 or (ii) to the extent not so applied, may be held for the satisfaction cure of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an NRG Event of DefaultDefault which triggered the making of a Cash Collateral Deposit, and all Defaults are subsequently cured or waived and no Excess is then in existencethe Collateral Agent shall take, at NRG Energy's expense, such amount (actions as NRG Energy may reasonably request to effect the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after request therefor by the Borrower. If the Borrower is required to provide an amount release of cash collateral hereunder as a result of any Excess, such Cash Collateral Deposit and the Administrative Agent shall subsequently determine security interest and lien granted pursuant to this clause (a), provided, however, that in the amount case of clause (ii) of this sentence, at the time of such Excess is equal to or less than the amount on deposit in respect proposed release no other NRG Event of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall have occurred and be returned to the Borrower within three Business Days after request therefor by the Borrowercontinuing.

Cash Collateral Accounts. The Administrative Agent has established a Deposit Account at Citibank, N.A., designated as "Citicorp North America, Inc. - HLI Operating Company, Inc. Concentration Account". The Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each deposit under Section 2.12(a) and 2.12(b) such account shall be held by in the name of the Administrative Agent (subject but may also have words referring to Section 7.09) as collateral for the payment Borrower and performance the account's purpose). The Borrower agrees that each such account shall be under the sole dominion and control of the obligations of the Borrower under this AgreementAdministrative Agent. The Administrative Agent shall have exclusive dominion and control, including be the exclusive right of withdrawal, over such account. If required by the Administrative Agent, the Borrower shall enter into any pledge or security agreement and UCC financing statement Entitlement Holder with respect to each such cash collateral Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in favor any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent as and, except during the Administrative Agent shall require. Such deposits shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion. All losses and expenses incurred as a result of such activities shall be for the account of the Borrower. Interest or profits, if any, on such investments shall accumulate in such accounts. Moneys in such accounts may be applied by the Administrative Agent (at its sole discretion) (i) to reimburse each Issuing Lender for LC Disbursements for which it has not been reimbursed; and (ii) to the extent not so applied, may be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or any other Obligations or to cover any losses in respect of any Excess. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence continuance of an Event of Default, and all Defaults are subsequently cured or waived and no Excess is then in existence, such amount (to the extent not applied as aforesaid) shall be returned to Administrative Agent agrees with the Borrower within three Business Days after request therefor to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower. If the Borrower is required to provide an amount of cash collateral hereunder as a result of any Excess; provided, and however, that the Administrative Agent shall subsequently determine that not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the amount Borrower nor any other Loan Party or Person claiming on behalf of such Excess is equal or through the Borrower or any other Loan Party shall have any right to or less than demand payment of any funds held in any Cash Collateral Account at any time prior to the amount termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. Except following notice from the Administrative Agent to the Borrower during the continuance of an Event of Default the Administrative Agent agrees to cause any funds on deposit in respect a Cash Collateral Account to be paid at the written direction of the existence of such Excess, provided there is no Default then in existence, such excess amount of cash, if greater than $1,000,000 (to the extent not applied as aforesaid), shall be returned to the Borrower within three Business Days after request therefor by the Borrower.