Common use of Cash Collateral Accounts Clause in Contracts

Cash Collateral Accounts. The Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor agrees that each such Cash Collateral Account shall be under the control of the Collateral Agent and that the Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion), the Collateral Agent agrees with each Grantor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreement.

Cash Collateral Accounts. (a) The Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor The Debtor agrees that each such Cash Collateral Account shall be under the control of the Collateral Agent and that the Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion), the Collateral Agent agrees with each Grantor the Debtor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the BorrowerDebtor; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement and (ii) that the Borrower Debtor may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreement.

Cash Collateral Accounts. The Collateral Administrative Agent may from time to time establish one or more Cash Collateral other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determinedetermine for purposes of Sections 2.4(b), 2.9(f) or 7.3 of the Credit Agreement or otherwise. Each Grantor agrees such account shall be in the name of the Administrative Agent (but may also have words referring to the Borrower and the account’s purpose). The Grantors agree that each such Cash Collateral Account account shall be under the sole dominion and control of the Collateral Administrative Agent and that subject to a control agreement substantially in the Collateral form of Annex 1 (for Deposit Accounts) and Annex 2 (for Securities Accounts). The Administrative Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Accountthereto. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Administrative Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by Default, the Administrative Agent in its sole discretion), the Collateral Agent agrees with each the Grantor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by thereon. Neither the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Loan Party or Person claiming on behalf of or through the Borrower or any Warnaco Entity other Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to Discharge an Event of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement Default shall have occurred and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity)continuing. The Collateral Administrative Agent shall apply all funds on deposit in 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 Credit Agreement) at the written direction of the Borrower.

Cash Collateral Accounts. (a) The Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor The Debtor agrees that each such Cash Collateral Account shall be under the control of the Collateral Agent and that the Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion), the Collateral Agent agrees with each Grantor the Debtor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the BorrowerDebtor; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral General Security Agreement — Warnaco of Canada Company (2008) Agent shall have no obligation to make or cause to be made any such investment absent a request by the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement and (ii) that the Borrower Debtor may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreement.

Cash Collateral Accounts. The Collateral Agent may from time to time establish one or more Cash Collateral other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor agrees such account shall be in the name of the Collateral Agent (but may also have words referring to the Borrower and the account’s purpose). The Grantors agree that each such Cash Collateral Account account shall be under the sole dominion and control of the Collateral Agent and that subject to a control agreement substantially in the form of Annex 1 (for Deposit Accounts) and Annex 2 (for Securities Account. The Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Accountthereto. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion)Default, the Collateral Agent agrees with each the Grantor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by thereon. Neither the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Loan Party or Person claiming on behalf of or through the Borrower or any Warnaco Entity other Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to Discharge an Event of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement Default shall have occurred and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity)continuing. The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) 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 at the written direction of the Credit Borrower. The provisions of this Section 2.3 shall be subject to the Intercreditor Agreement.

Cash Collateral Accounts. The Collateral Agent may establish one or more Cash Collateral 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 Agent (but may also have words referring to a Grantor and the account’s purpose). Each Grantor agrees that each such Cash Collateral Account account shall be under the control of the Collateral Agent and that the Collateral Agent. The Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Accountthereto. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may may, at the request of a Grantor, be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion)Default, the Collateral Agent agrees with each Grantor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the Borrowereach Grantor; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make thereon. No Loan Party or cause to be made any such investment absent a request by the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to Discharge the termination of Lender Claims, except (i) as provided in Section 2.9(f) all outstanding Letters of Credit and the Credit Agreement and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full of all then to the cash collateralization of Letter of Credit Obligations (outstanding and not to be delivered to any Warnaco Entity)payable monetary Obligations. The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) 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 to be paid at the written direction of the Credit AgreementGrantor entitled thereto. Except during the continuance of an Event of Default, the Agent agrees to cause any funds on deposit in a Cash Collateral Account to be paid at the written direction of a Loan Party.

Cash Collateral Accounts. The Collateral Agent has established a Deposit Account at Citibank, N.A., designated as "Citicorp North America, Inc. - HLI Operating Company, Inc. Concentration Account". The Collateral Agent may establish one or more Cash Collateral other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor such account shall be in the name of the Collateral Agent (but may also have words referring to the Borrower and the account's purpose). The Borrower agrees that each such Cash Collateral Account account shall be under the sole dominion and control of the Collateral Agent and that the Agent. The Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Accountthereto. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion)Default, the Collateral Agent agrees with each Grantor the Borrower to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by thereon. Neither the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Loan Party or Person claiming on behalf of or through the Borrower or any Warnaco Entity other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge the termination of Lender Claims, except (i) as provided all outstanding Letters of Credit and the payment in Section 2.9(f) full of the Credit Agreement all then outstanding and (ii) that the Borrower may request that payable monetary Obligations. Except following notice from the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment Borrower during the continuance of an Event of Default the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all agrees to cause any funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) to be paid at the written direction of the Credit AgreementBorrower.

Cash Collateral Accounts. The Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor agrees that each such Cash Collateral Account shall be under the control of the Collateral Agent and that the Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Collateral Agent shall be under no obligation to make any such investment) in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion)Default, the Collateral Agent agrees with each Grantor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon thereon. Except as provided in Section 2.9(d)(i) and (f) of the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by the Borrower for a specific investment in Permitted Cash Equivalents. Neither Credit Agreement, neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreement.

Cash Collateral Accounts. (a) The Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor The Debtor agrees that each such Cash Collateral Account shall be under the control of the Collateral Agent and that the Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion), the Collateral Agent agrees with each Grantor the Debtor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the BorrowerDebtor; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by General Security Agreement — Warnaco of Canada Company (2008) the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement and (ii) that the Borrower Debtor may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreement.

Cash Collateral Accounts. The Collateral Agent has established the Concentration Accounts, the Cash Collateral Account and may establish one or more Cash Collateral other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor such account shall be in the name of the Collateral Agent (but may also have words referring to the Borrower and the account's purpose). The Borrower agrees that each such Cash Collateral Account account shall be under the sole dominion and control of the Collateral Agent and that the Agent. The Collateral Agent shall be the Entitlement Holder entitlement holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders entitlement orders with respect to each such Securities Accountthereto. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion)Default, the Collateral Agent agrees with each Grantor the Borrower to issue Entitlement Orders entitlement orders for such investments in Permitted Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by thereon. Neither the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Loan Party or Person claiming on behalf of or through the Borrower or any Warnaco Entity other Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to Discharge the termination of Lender Claims, except (i) as provided in Section 2.9(f) all outstanding Letters of Credit and the Credit Agreement and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full of all then to the cash collateralization of Letter of Credit Obligations (outstanding and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreementpayable monetary Obligations.

Cash Collateral Accounts. (a) The Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor The Debtor agrees that each such Cash Collateral Account shall be under the control of the Collateral Agent and that the Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion), the Collateral Agent agrees with each Grantor the Debtor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the BorrowerDebtor; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement and (ii) that the Borrower Debtor may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreement.. General Security Agreement — 4278941 Canada Inc. (2008)

Cash Collateral Accounts. The Collateral Agent may from time to time establish one or more Cash Collateral other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it it, in its sole discretion discretion, shall determinedetermine for purposes of Sections 2.4(b), 2.13(f) or 7.3 of the Credit Agreement or otherwise. Each Grantor agrees such account shall be in the name of the Collateral Agent (but may also have words referring to the Borrower and the account’s purpose). The Grantors agree that each such Cash Collateral Account account shall be under the sole dominion and control of the Collateral Agent and that subject to a control agreement substantially in the form of Annex 1 for Deposit Accounts and Annex 2 for Securities Accounts. The Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Accountthereto. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion)Default, the Collateral Agent agrees with each the Grantor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by thereon. Neither the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Loan Party or Person claiming on behalf of or through the Borrower or any Warnaco Entity other Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to Discharge an Event of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement Default shall have occurred and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity)continuing. The Collateral Agent shall apply all funds on deposit in 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 2.9(f2.4(b) of the Credit Agreement) at the written direction of the Borrower.

Cash Collateral Accounts. (a) The Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor The Debtor agrees that each such Cash Collateral Account shall be under the control of the Collateral Agent and that the Collateral Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion), the Collateral Agent agrees with each Grantor the Debtor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the BorrowerDebtor; provided, however, that the Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by General Security Agreement - 4278941 Canada Inc. (2008) the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement and (ii) that the Borrower Debtor may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) of the Credit Agreement.

Cash Collateral Accounts. The Collateral Administrative Agent has established a Deposit Account at Citibank, N.A., designated as "CUSA FAO Aviall Concentration Account". The Administrative Agent may establish one or more Cash Collateral 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 Administrative Agent (but may also have words referring to the Borrower and the account's purpose). Each Grantor agrees that each such Cash Collateral Account account shall be under the sole dominion and control of the Collateral Agent and that the Collateral Administrative Agent. The Administrative Agent shall be the Entitlement Holder entitlement holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders entitlement orders with respect to each such Securities Accountthereto. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Permitted Cash Equivalents at the direction of the Collateral Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by the Administrative Agent in its sole discretion), the Collateral Agent agrees with each Grantor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the BorrowerAgent; provided, however, that the Collateral Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by thereon. Neither the Borrower for a specific investment in Permitted Cash Equivalents. Neither any Warnaco Entity nor any other Loan Party or Person claiming on behalf of or through the Borrower or any Warnaco Entity other Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to Discharge the termination of Lender Claims, except (i) as provided in Section 2.9(f) all outstanding Letters of Credit and the Credit Agreement and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full of all then to the cash collateralization of Letter of Credit Obligations (outstanding and not to be delivered to any Warnaco Entity)payable monetary Obligations. The Collateral Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f) 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 Credit AgreementBorrower.

Cash Collateral Accounts. The Collateral Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each Grantor agrees that each such Cash Collateral Account shall be under the control of the Collateral Administrative Agent and that the Collateral Administrative Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Permitted Cash Equivalents at the direction of the Collateral Administrative Agent and, except during the continuance of an Event of Default (unless otherwise agreed to by Default, the Administrative Agent in its sole discretion), the Collateral Agent agrees with each Grantor to issue Entitlement Orders for such investments in Permitted Cash Equivalents as requested by the Borrower; provided, however, that the Collateral Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such requested investment or income thereon and thereon. Except as provided in Section 2.9(b)(i) & (e) of the Collateral Agent shall have no obligation to make or cause to be made any such investment absent a request by the Borrower for a specific investment in Permitted Cash Equivalents. Neither Credit Agreement, neither any Warnaco Entity nor any other Person claiming on behalf of or through any Warnaco Entity shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to Discharge of Lender Claims, except (i) as provided in Section 2.9(f) of the Credit Agreement and (ii) that the Borrower may request that the Collateral Agent apply funds in any Cash Collateral Account directly to the immediate payment of the Loans and if paid in full then to the cash collateralization of Letter of Credit Obligations (and not to be delivered to any Warnaco Entity). The Collateral Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f2.9 (e) of the Credit Agreement and, following Discharge of Lender Claims, the Administrative Agent shall deliver to the Noteholder Collateral Trustee all remaining funds in the Cash Collateral Accounts in accordance with the terms of the Intercreditor Agreement.