Common use of Collateral Account Clause in Contracts

Collateral Account. (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value.

Collateral Account. In the event that pursuant to the terms of a potential future interest rate cap agreement, the potential future cap counterparty is required to deposit cash or securities as collateral to secure its obligations (a) BAM or one or more Affiliates “Collateral”), the Indenture Trustee at the written direction of BAM the potential future cap counterparty shall establish one or more non-interest bearing trust accounts and maintain an Eligible Deposit Account in the name of BAM or such Affiliates that will be administered by the Rights Agent Indenture Trustee for the benefit of the Issuer and the potential future cap counterparty (together, the an “Interest Rate Cap Agreement Collateral Account”). The Rights Agent All sums on deposit and securities held in any Interest Rate Cap Agreement Collateral Account shall requisition be used only for the BPY Units Amount purposes set forth in the related credit support agreement to be entered into between the Trust and the potential future cap counterparty (the “Credit Support Agreement”); provided, however, that the Indenture Trustee is not a party to the Credit Support Agreement and shall have no obligations or responsibilities under the Credit Support Agreement, nor any obligation to monitor the Issuer’s or the Cash Amountpotential future cap counterparty’s compliance with the terms of the Credit Support Agreement. The Interest Rate Cap Agreement Collateral Account will constitute an additional Trust Account. Amounts on deposit in any Interest Rate Cap Agreement Collateral Account may be invested in Eligible Investments at the written direction of the potential future cap counterparty and on each Quarterly Distribution Date, all Investment Earnings actually received by the Indenture Trustee on amounts on deposit in the Interest Rate Cap Agreement Collateral Account or on securities held by the Indenture Trustee as applicable, without any further action or approval from BAM, for payment Collateral shall be paid directly to any Class A Shareholder the potential future cap counterparty and not become part of Available Funds in accordance with Section 4(athe terms of the Credit Support Annex. The Indenture Trustee shall not be liable for any losses on investments made in accordance with the potential future cap counterparty’s direction. All amounts deposited in the Interest Rate Cap Agreement Collateral Account shall be paid to the Issuer (and become part of Available Funds on the related Quarterly Distribution Date) or Section 4(breturned to the related potential future cap counterparty (in either case, upon receipt by the Indenture Trustee of written instructions from the Administrator to release the amounts on deposit) in accordance with the terms and conditions provisions set forth in this the related Credit Support Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the “Aggregate Available Amount”) or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. In the event a Letter of Credit is denominated in a currency other than Dollars, the portion of the Aggregate Available Amount related to such Letter of Credit shall be calculated based upon the applicable Exchange Rate for such currency as of the applicable date of determination. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything “Maximum Available Amount”) to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance an amount described above, Secured Party shall apply the amount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY BIP Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY BIP Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY BIP Units or BPY BIP Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY BIP Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit BIP Units Amount pursuant to this Agreement shall be made in the form of BPY BIP Units and not, for the avoidance of doubt, in the form of BPY BIP Unit Convertibles. To the extent that conversion or redemption of a BPY BIP Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY BIP Unit Value.

Collateral Account. (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY BBU Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY BBU Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY BBU Units or BPY BBU Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY BBU Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit BBU Units Amount pursuant to this Agreement shall be made in the form of BPY BBU Units and not, for the avoidance of doubt, in the form of BPY BBU Unit Convertibles. To the extent that conversion or redemption of a BPY BBU Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY BBU Unit Value.

Collateral Account. (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY BEP Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY BEP Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY BEP Units or BPY BEP Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY BEP Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit BEP Units Amount pursuant to this Agreement shall be made in the form of BPY BEP Units and not, for the avoidance of doubt, in the form of BPY BEP Unit Convertibles. To the extent that conversion or redemption of a BPY BEP Unit Convertible results in the imposition of any fees, payments, premiums Table of Contents or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY BEP Unit Value.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Borrower is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrower shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Borrower for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Borrower shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "MAXIMUM AVAILABLE AMOUNT") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Borrower has deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Borrower has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Borrower has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM The Borrower shall irrevocably direct all present and future Account debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the Lockbox. All of the Borrower's invoices, account statements and other written or one oral communications directing, instructing, demanding or more Affiliates requesting payment of BAM any Account or any other amount constituting Collateral shall establish one or more non-interest bearing trust accounts conspicuously direct that all payments be made to the Lockbox and shall include the Lockbox address. All payments received in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM Lockbox shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect processed to the Collateral Account Balance contained Account. The Borrower agrees to deposit in this Section 8, in the event that the its Collateral Account Balance shall or, at any time be less than the Required Collateral Account BalanceLender's option, including, without limitation, as a result of an adjustment to deliver to the Conversion Factor or an increase in Lender all collections on Accounts, contract rights, chattel paper and other rights to payment constituting Collateral, and all other cash proceeds of Collateral, which the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Borrower may receive directly notwithstanding its direction to Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary debtors and other obligors to cause the Collateral Account Balance to be at least equal make payments to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account BalanceLockbox, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubtimmediately upon receipt thereof, in the form received, except for the Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in a Collateral Account, all proceeds or collections of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties Collateral shall be borne held in trust by BAM, or its applicable Affiliates, the Borrower for and as the property of the Lender and shall either not be satisfied directly by BAM commingled with any funds or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed property of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change Borrower. Amounts deposited in the Collateral Account Balance or shall not bear interest and shall not be subject to withdrawal by the Required Borrower, except after full payment and discharge of all Obligations. All deposits in the Collateral Account Balance for any reason, including as a result shall constitute proceeds of an adjustment Collateral and shall not constitute payment of the Obligations. The Lender from time to time at its discretion after allowing one Banking Day (in addition to the Conversion Factor or an increase one Banking Day during which Xxxxx Fargo holds such funds) may apply funds in the BPY Unit ValueCollateral Account to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender's general account. All items deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in such Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by the Borrower.

Collateral Account. (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the “"Collateral Account”"). The Rights Agent shall requisition the BPY BIP Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY BIP Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY BIP Units or BPY BIP Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY BIP Unit Convertibles if necessary to satisfy any Class A Shareholder’s 's Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit BIP Units Amount pursuant to this Agreement shall be made in the form of BPY BIP Units and not, for the avoidance of doubt, in the form of BPY BIP Unit Convertibles. To the extent that conversion or redemption of a BPY BIP Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY BIP Unit Value.

Collateral Account. The Trust Administrator (ain its capacity as Cap Trustee) BAM is hereby directed to perform the obligations of the Custodian as defined under the Interest Rate Cap Credit Support Annex (the “Interest Rate Cap Custodian”). On or one or more Affiliates of BAM before the Closing Date, the Interest Rate Cap Custodian shall establish one or more non-interest bearing trust accounts an Interest Rate Cap Collateral Account. The Interest Rate Cap Collateral Account shall be held in the name of BAM the Interest Rate Cap Custodian in trust for the benefit of the Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible Account and shall be titled “Interest Rate Cap Collateral Account, Wxxxx Fargo Bank, N.A., as Interest Rate Cap Custodian for registered Certificateholders of Citigroup Mortgage Loan Trust 2007-AMC2, Asset-Backed Pass-Through Certificates, Series 2007-AMC2.” The Interest Rate Cap Custodian shall credit to the Interest Rate Cap Collateral Account all collateral (whether in form of cash or such Affiliates that will be administered securities) posted by the Rights Agent (together, Interest Rate Cap Provider to secure the “Collateral Account”). The Rights Agent shall requisition obligations of the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) Interest Rate Cap Provider in accordance with the terms and conditions set forth in this of the Interest Rate Cap Agreement. BAM Except for investment earnings, the Interest Rate Cap Provider shall be responsible for ensuring that not have any legal, equitable or beneficial interest in the Interest Rate Cap Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less other than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, the Interest Rate Cap Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement applicable law. The Interest Rate Cap Custodian shall maintain and apply all collateral earnings thereon on deposit in the Interest Rate Cap Collateral Account in accordance with the Interest Rate Cap Credit Support Annex. Cash collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be made invested at the written direction of the Interest Rate Cap Provider in Permitted Investments in accordance with the requirements of the Interest Rate Cap Credit Support Annex. All amounts earned on amounts on deposit in the form of BPY Units and not, Interest Rate Cap Collateral Account (whether cash collateral or securities) shall be for the avoidance account of doubt, and taxable to the Interest Rate Cap Provider. The Interest Rate Cap Custodian shall not be liable for the selection of Permitted Investments or for any investment losses incurred through investment of the Posted Collateral (as defined in the form Interest Rate Cap Credit Support Annex) into Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Mxxxx’x or Aaa by Mxxxx’x, as directed by the Interest Rate Cap Provider. The Interest Rate Cap Custodian shall have no liability in respect of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including losses incurred as a result of the liquidation of any such Permitted Investments prior to its stated maturity or failure of the Interest Rate Cap Provider to provide timely written direction. Upon the occurrence of an adjustment Event of Default or Specified Condition (each as defined in the Interest Rate Cap Agreement) with respect to the Conversion Factor Interest Rate Cap Provider or upon occurrence or designation of an increase Early Termination Date (as defined in the BPY Unit ValueInterest Rate Cap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Interest Rate Cap Provider, and, in either such case, unless the Interest Rate Cap Provider has paid in full all of its Obligations (as defined in the Interest Rate Cap Credit Support Annex) that are then due, then any collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex. Any excess amounts held in such Interest Rate Cap Collateral Account after payment of all amounts owing to Party B under the Interest Rate Cap Agreement shall be withdrawn from the Interest Rate Cap Collateral Account and paid to the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Borrower is required to pay to Secured Party an amount (the “Aggregate Available Amount”) or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrower shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Borrower for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Borrower shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything “Maximum Available Amount”) to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Borrower has deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Bank for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Borrower has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Borrower has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM The Borrower will deposit, or one or more Affiliates cause to be deposited, all Items of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered Payment to a bank account designated by the Rights Agent and from which the Agent alone has power of access and withdrawal (together, the “Collateral Account”) styled “Manufacturers and Traders Trust Company, assignee of Payments Inc.” or other styling acceptable to the Agent. Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agrees to make. In the event the Borrower fails to do so, the Borrower hereby authorizes the Agent to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower’s other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the Agent. In addition, if so directed by the Agent, the Borrower shall direct the mailing of all Items of Payment from its Account Debtors to one or more post-office boxes designated by the Agent (or, with the Agent’s consent, designated by the Servicer), or to such other additional or replacement post-office boxes pursuant to the request of the Agent from time to time (collectively, the “Lockbox”). The Rights Agent shall requisition have unrestricted and exclusive access to the BPY Units Amount or Lockbox. The Borrower hereby authorizes the Cash AmountAgent to inspect all Items of Payment, as applicableendorse all Items of Payment in the name of the Borrower, without any further action or approval from BAM, for payment to any Class A Shareholder and deposit such Items of Payment in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed Account. The Agent reserves the Required Collateral Account Balance. Notwithstanding anything right, exercised in its sole and absolute discretion from time to the contrary contained in this Section 8 and subject time, to any additional requirements with respect provide to the Collateral Account Balance contained in this Section 8credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment that is unsatisfactory to the Agent. In the event Items of Payment are returned to the Agent for any reason whatsoever, the Agent may, in the event that exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Upon the Agent’s receipt of collected funds from the Collateral Account Balance shall at any time be less than in Baltimore, Maryland, the Required Collateral Account Balance, including, without limitation, as a result of an adjustment Agent will credit the collected funds to the Conversion Factor Obligations arising under this Agreement or under the Note (or following an increase Event of Default, any of the Obligations), the order and method of such application to be in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed sole discretion of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit ValueAgent.

Collateral Account. (a) BAM The Trustee, as Supplemental Interest Trust Trustee, is hereby directed to perform the obligations of the Custodian as defined under Credit Support Annex One (the “Custodian”). On or one or more Affiliates of BAM before the Closing Date, the Custodian shall establish one or more non-interest bearing trust accounts the Collateral Account. The Collateral Account shall be held in the name of BAM or such Affiliates that will the Custodian in trust for the benefit of the Holders of the Class A, Class M and Class B Certificates. The Collateral Account must be administered by an Eligible Account segregated from the Rights Agent (togetherCertificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be entitled “Impac Secured Assets Corp., the “Mortgage Pass-Through Certificates, Series 2007-3, Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, Supplemental Interest Trust Trustee, as applicableCustodian for the benefit of holders of the Class A, without any further action Class M and Class B Certificates.” The Custodian shall credit to Collateral Account all collateral (whether in the form of cash or approval from BAM, for payment securities) posted by Lxxxxx Brothers Special Financing Inc. to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) secure the obligations of Lxxxxx Brothers Special Financing Inc. in accordance with the terms of Credit Support Annex One. The Custodian shall maintain and conditions set forth apply all collateral and earnings thereon on deposit in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance in accordance with Credit Support Annex One. Cash collateral posted by Lxxxxx Brothers Special Financing Inc. in accordance with Credit Support Annex One shall be invested at times equal or exceed the Required written direction of Lxxxxx Brothers Special Financing Inc. in Permitted Investments in accordance with the requirements of Credit Support Annex One. All amounts earned on amounts on deposit in Collateral Account Balance(whether cash collateral or securities) shall be for the account of and taxable to Lxxxxx Brothers Special Financing Inc. The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Notwithstanding anything to Upon the contrary contained occurrence of an Event of Default or Specified Condition (each as defined in this Section 8 and subject to any additional requirements the Schedule) with respect to the Collateral Account Balance contained in this Section 8, Lxxxxx Brothers Special Financing Inc. or upon occurrence or designation of an Early Termination Date (as defined in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, Schedule) as a result of an adjustment any such Event of Default or Specified Condition with respect to Lxxxxx Brothers Special Financing Inc., and, in either such case, unless Lxxxxx Brothers Special Financing Inc. has paid in full all of its Obligations (as defined in Credit Support Annex One) that are then due, then any collateral posted by Lxxxxx Brothers Special Financing Inc. in accordance with Credit Support Annex One, shall be applied by the Custodian to the Conversion Factor or an increase payment of any Obligations due to Party B (each as defined in the BPY Unit Value, within two Business Days, BAM shall, or Credit Support Annex One) in accordance with Credit Support Annex One. Any excess collateral posted by Lxxxxx Brothers Special Financing Inc. in accordance with Credit Support Annex One and remaining after payment of all amounts owing to Party B shall cause an Affiliate to, deposit into be withdrawn from the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary and paid to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right Lxxxxx Brothers Special Financing Inc. in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit ValueCredit Support Annex One.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "MAXIMUM AVAILABLE AMOUNT") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts The Borrower agrees to deposit in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall or, at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything Lender's option, to deliver to the contrary contained Lender all collections on Receivables, contract rights, chattel paper and other rights to payment constituting Collateral, and all other cash proceeds of Collateral, which the Borrower may receive directly, immediately upon receipt thereof, in this Section 8 and subject the form received, except for the Borrower's endorsement when deemed necessary; provided, however, that the Borrower may establish depository accounts to clear collections provided that (i) in the case of any additional requirements with respect depository account established in the State of Colorado, such account is swept to the Collateral Account Balance contained in this Section 8on each Business Day, (ii) in the event that case of depository accounts established in states other than the State of Colorado, such accounts are swept to the Collateral Account Balance at least one time per week (or more frequently if the Administrative Agent shall request), and (iii) at any time be less than the Required Collateral Account Balancerequest of the Administrative Agent, including, without limitation, as a result of an adjustment all depository accounts are assigned to the Conversion Factor or an increase Lender as additional security for the Loan on terms and conditions satisfactory to the Administrative Agent in its sole discretion. The Borrower further agrees to irrevocably require all processors of credit card receipts to remit all payments due in respect thereof directly to the depository account maintained in the BPY Unit Value, within two Business Days, BAM shall, State of Colorado. Until delivered to the Lender or shall cause an Affiliate to, deposit into deposited in the Collateral Account either (i) a number Account, all proceeds or collections of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made held in trust by the form Borrower for and as the property of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, Lender and shall either not be satisfied directly by BAM commingled with any other funds or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed property of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change Borrower. Amounts deposited in the Collateral Account Balance shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All such collections shall constitute proceeds of Collateral and shall not constitute payment of any Obligation. Collected funds from the Collateral Account shall be transferred to the Lender's general account, and the Lender may deposit in its general account or in the Collateral Account any and all collections received by it directly from the Borrower. The Lender may commingle such funds with other property of the Lender or any other person. The Lender shall apply such collected funds in the Collateral on a daily basis to the payment of any and all Obligations, in any order or manner of application satisfactory to the Lender provided, however, that in lieu of applying any such amounts to payment of LIBOR Rate Advances prior to the maturity thereof, the Lender may, at its option, remit such amounts to the Borrower. All items delivered to the Lender or deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, the amount of that item, or the Required Collateral Account Balance for Lender at its discretion may charge any reason, including as a result of an adjustment uncollected item to the Conversion Factor Borrower's commercial account or other account. The Borrower shall be liable as an increase endorser on all items deposited in the BPY Unit ValueCollateral Account, whether or not in fact endorsed by the Borrower.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is ------------------ continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8.2 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "Aggregate Available Amount") or -------------------------- equal to the maximum amount that may at any time be drawn under all Lender Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Cash Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Cash Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Lender Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth ratio of the maximum amount available for drawing under each such Lender Letter of Credit (as to such Lender Letter of Credit, the "Maximum ------- Available Amount") to the Aggregate Available Amount. Upon any drawing under ---------------- any outstanding Lender Letter of Credit in this Agreement. BAM shall be responsible for ensuring that respect of which Company has deposited in the Cash Collateral Account Balance any amounts described above, Secured Party shall at times equal apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or exceed expiration of any Lender Letter of Credit in respect of which Company has deposited in the Required Cash Collateral Account Balance. Notwithstanding anything to any amounts described above, or in the contrary contained event of any reduction in this Section 8 and subject to any additional requirements with respect to the Maximum Available Amount under such Lender Letter of Credit, Secured Party shall apply the amount then on deposit in the Cash Collateral Account Balance contained in this Section 8respect of such Lender Letter of Credit (less, in the event that case of such a reduction, the Collateral Account Balance shall at any time be less than the Required Collateral Account BalanceMaximum Available Amount under such Lender Letter of Credit immediately after such reduction) first, including, without limitation, as a result of an adjustment to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Lender Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Lender Letters of Credit in the BPY Unit Valuemanner described above), within two Business Daysthird, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreementelect, and fourth, to the extent of any delivery of a BPY Unit Amount pursuant further excess, to this Agreement the payment to whomsoever shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, lawfully entitled to receive such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Valuefunds.

Collateral Account. (a) BAM As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, Swing Loans and the other Obligations, Borrowers hereby pledge and grant to Administrative Agent, for the ratable benefit of Administrative Agent and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities or one or more Affiliates of BAM Swing Loans until applied by Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall establish one or more non-interest bearing trust accounts be subject to withdrawal only as provided in this Section 12.5. (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by Administrative Agent in such Cash Equivalents as Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of BAM and be under the sole dominion and control of Administrative Agent for the ratable benefit of the Lenders. Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which Administrative Agent accords other funds deposited with Administrative Agent, it being understood that Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. (c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Affiliates that will be administered Letter of Credit, Borrowers and the Lenders authorize Administrative Agent to use the monies deposited in the Collateral Account to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. If a Swing Loan is not refinanced as a Base Rate Loan as provided in Section 2.4, then Administrative Agent is authorized to use monies deposited in the Collateral Account to make payment to the Swing Loan Lender with respect to any participation not funded by the Rights Agent a Defaulting Lender. (togetherd) If an Event of Default exists, the “Collateral Account”). The Rights Majority Real Estate Revolving Loan Lenders may, in their discretion, at any time and from time to time, instruct Administrative Agent shall requisition to liquidate any such investments and reinvestments and apply proceeds thereof to the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder Obligations in accordance with Section 4(a3.6. (e) So long as no Default or Section 4(b) Event of Default exists, and to the extent amounts on deposit in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall exceed 105% of the aggregate amount of the Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Liabilities and Swing Loans of any Defaulting Lender after giving effect to Section 2.12(c), Administrative Agent shall, from time to time, at times equal the request of Parent, deliver to Parent on behalf of Borrowers within ten (10) Business Days after Administrative Agent’s receipt of such request from Parent, against receipt but without any recourse, 166 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 warranty or exceed representation whatsoever, such of the Required Collateral Account Balance. Notwithstanding anything to the contrary contained balances in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in as exceed the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an aggregate amount of cash or Cash Equivalents, the Letter of Credit Liabilities and Swing Loans at such time. (f) Borrowers shall pay to Administrative Agent from time to time such fees as Administrative Agent normally charges for similar services in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholderconnection with Administrative Agent’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed administration of the Collateral Account Balance and the Required Collateral Account Balance investments and reinvestments of funds therein. Each Borrower authorizes Administrative Agent to file such financing statements as Administrative Agent may reasonably require in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change order to perfect Administrative Agent’s security interest in the Collateral Account Balance or the Required Collateral Account Balance for any reasonAccount, including and each Borrower shall promptly upon demand execute and deliver to Administrative Agent such other documents as a result of an adjustment Administrative Agent may reasonably request to the Conversion Factor or an increase evidence its security interest in the BPY Unit ValueCollateral Account. SECTION 13.

Collateral Account. Unless otherwise consented to by the Lender, Borrower will, forthwith upon receipt by Borrower of all checks, drafts, cash and other remittances in payment or as proceeds of, or on account of, any of the Accounts, the Receivables or other Collateral (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts except Advances made by the Lender and excess amounts referenced in the name last sentence of BAM this SECTION 3.3) paid over to Borrower by the Lender), deposit the same in a special Lender account (the "Collateral Account") with the Lender or such Affiliates that will be administered other bank or financial institution as the Lender shall consent, over which the Lender alone has power of withdrawal, and will, to the extent required by the Rights Agent (togetherLender, designate with each such deposit the “particular Accounts or other item of Collateral Account”)upon which the remittance was made. The Rights Agent shall requisition Borrower acknowledges that the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that maintenance of the Collateral Account Balance is solely for the convenience of the Lender in facilitating its own operations, and Borrower does not and shall at times equal not have any right, title or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained interest in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, or in the event that amounts at any time appearing to the credit thereof. Amounts deposited in the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit not bear interest. All deposits into the Collateral Account either shall be applied to the outstanding principal balance, if any, of the Revolving Loan after being held one (i1) a number of BPY Units Banking Day, or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, at such later time as such amounts are actually and finally collected as determined by the Lender. Said proceeds shall be deposited in an amount precisely the form received except for Borrower's endorsement where necessary to cause permit collection of items, which endorsement Borrower agrees to make. Pending such deposit, Borrower agrees not to commingle any such checks, drafts, cash and other remittances with any of its funds or property, but will hold them separate and apart therefrom and upon an express trust for the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be Lender until deposit thereof is made in the form Collateral Account. Upon payment in full in cash of BPY Units and notall outstanding Obligations, for the avoidance Lender will pay over to Borrower, daily, any excess amounts received by the Lender as payment or proceeds of doubtCollateral, in whether received by the form of BPY Unit Convertibles. To the extent that conversion or redemption of Lender as a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change deposit in the Collateral Account Balance or received by the Required Collateral Account Balance for any reason, including Lender as a result direct payment on any of an adjustment to the Conversion Factor or an increase in the BPY Unit Valuesums due hereunder.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Borrowers are required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrowers shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Borrowers for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Borrowers shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "MAXIMUM AVAILABLE AMOUNT") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall which Borrowers have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Borrowers have deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Borrowers have failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "Aggregate Available Amount") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "Maximum Available Amount") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 14 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a9.2 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "MAXIMUM AVAILABLE AMOUNT") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance an amount described above, Secured Party shall apply the amount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the “Aggregate Available Amount”) or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth ratio of the maximum amount available for drawing under each such Letter of Credit (as to such Letter of Credit, the “Maximum Available Amount”) to the Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Agreement. BAM shall be responsible for ensuring that the respect of which Company has deposited in the-Collateral Account Balance an amount described above, Secured Party shall at times equal or exceed apply the Required Collateral Account Balanceamount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in In the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor cancellation or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition expiration of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed Letter of the Collateral Account Balance and the Required Collateral Account Balance Credit in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days respect of any change which Company has deposited in the Collateral Account Balance any amounts described above, or in the Required event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account Balance for any reasonin respect of such Letter of Credit (less, including as in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as provided in Section 17, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "Aggregate Available Amount") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "Maximum Available Amount") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY BEP Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY BEP Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY BEP Units or BPY BEP Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY BEP Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit BEP Units Amount pursuant to this Agreement shall be made in the form of BPY BEP Units and not, for the avoidance of doubt, in the form of BPY BEP Unit Convertibles. To the extent that conversion or redemption of a BPY BEP Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY BEP Unit Value.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a9.1 of the Revolving Credit Agreement, Company is required to pay to Secured Party an amount (the "Aggregate Available Amount") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Revolving Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "Maximum Available Amount") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Letter of Credit Issuer for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 19 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. Unless otherwise consented to by the Lender in writing, the Borrower will, forthwith upon receipt by the Borrower of any and all checks, drafts, cash and other remittances in payment or as proceeds of, or on account of, any of the Accounts Receivable or other Collateral, deposit the same in a special bank account (athe "COLLATERAL ACCOUNT") BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in with the name of BAM Lender or such Affiliates that other bank or financial institution as the Lender shall consent, over which the Lender alone has power of withdrawal, and will be administered by designate with each such deposit the Rights Agent (together, particular Accounts Receivable or other item of Collateral upon which the “Collateral Account”)remittance was made. The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring Borrower acknowledges that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed maintenance of the Collateral Account Balance is solely for the convenience of the Lender in facilitating its own operations and the Required Collateral Account Balance in writing on a regular basis, Borrower does not and shall inform the Rights Agent in writing within two Business Days of not have any change right, title or interest in the Collateral Account Balance or in the Required amounts at any time appearing to the credit thereof. Said proceeds shall be deposited in precisely the form received except for the Borrower's endorsement where necessary to permit collection of items, which endorsement the Borrower agrees to make. Borrower shall be liable as endorsee on all items deposited in the Collateral Account, whether or not in fact endorsed by Borrower. Pending such deposit, the Borrower agrees not to commingle any such checks, drafts, cash and other remittances with any of its funds or property, but will hold them separate and apart therefrom and upon an express trust for the Lender until deposit thereof if made in the Collateral Account. Upon the full and final liquidation of all Obligations and termination of the Credit, the Lender will pay over to the Borrower any excess amounts received by the Lender as payment or proceeds of Collateral, whether received by the Lender as a deposit in the Collateral Account Balance for any reason, including or received by the Lender as a result direct payment on any of an adjustment to the Conversion Factor or an increase in the BPY Unit Valuesums due hereunder.

Collateral Account. Unless otherwise consented to by the Lender in writing, each Borrower will, forthwith upon receipt by such Borrower of any and all checks, drafts, cash and other remittances in payment or as proceeds of, or on account of, any of the Accounts Receivable or other Collateral, deposit the same in a special bank account in Lender's name designated for receipt of such Borrower's funds (athe "Collateral Account") BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM maintained by Lender or such Affiliates that other bank or financial institution as the Lender shall consent, over which the Lender alone has power of withdrawal, and will be administered by designate with each such deposit the Rights Agent (together, particular Accounts Receivable or other item of Collateral upon which the “Collateral Account”)remittance was made. The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring Borrowers acknowledge that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed maintenance of the Collateral Account Balance is solely for the convenience of the Lender in facilitating its own operations and the Required Collateral Account Balance in writing on a regular basis, Borrowers do not and shall inform the Rights Agent in writing within two Business Days of not have any change right, title or interest in the Collateral Account Balance or in the Required amounts at any time appearing to the credit thereof. Said proceeds shall be deposited in precisely the form received except for a Borrower's endorsement where necessary to permit collection of items, which endorsement each Borrower agrees to make. The applicable Borrower(s) shall be liable as endorsee on all items deposited in the Collateral Account Balance whether or not in fact endorsed by such Borrower(s). Pending such deposit, the Borrowers agree not to commingle any such checks, drafts, cash and other remittances with any of its funds or property, but will hold them separate and apart therefrom and upon an express trust for the Lender until deposit thereof if made in the Collateral Account. Upon the full and final liquidation of all Obligations and termination of the Credit, the Lender will pay over to the Borrowers any reasonexcess amounts received by the Lender as payment or proceeds of Collateral, including whether received by the Lender as a result of an adjustment to the Conversion Factor or an increase deposit in the BPY Unit ValueCollateral Account or received by the Lender as a direct payment on any of the sums due hereunder.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "MAXIMUM AVAILABLE AMOUNT") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 18, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. Borrower shall direct that all Investors wire-transfer the Depositary, for further credit to the Collateral Account, all monies or sums paid or to be paid by any Investor as Capital Contributions as and when Capital Contributions are called pursuant to the Capital Call Notices to the applicable Collateral Account or to the applicable deposit account held with the Fund Administrator specified in (aand which is subject to) BAM the applicable AML Account Restriction Agreement (each, an “AML Account”) (as the same may be supplemented, modified or one or more Affiliates updated from time to time upon written agreement of BAM the Credit Parties and the Administrative Agent). Any AML Account shall establish one or more nonbe used solely for the purpose of holding Capital Contributions until such time as the Fund Administrator completes its required diligence on the source of such deposited Capital Contributions and undertakes any other checks as may be required to comply with its internal anti-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent money laundering procedures (togethercollectively, the “Collateral AccountAML Procedures”). The Rights Agent shall requisition Borrower, Administrative Agent, the BPY Units Amount or Fund Administrator and, to the Cash Amount, as extent applicable, without any further action or approval from BAM, for payment other applicable Person becoming a party to any Class A Shareholder Loan Document as a Borrower, shall, prior to permitting any Investor to fund any Capital Contributions into an AML Account, enter into a letter agreement or letter agreements (each, individually, an “AML Account Restriction Agreement” and collectively, the “AML Account Restriction Agreements”) pursuant to which the Fund Administrator agrees, among other things, that it shall only transfer funds on deposit in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral applicable AML Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained of the Borrower, other than any funds on deposit that the Fund Administrator reasonably determines must be returned to any Investor or transferred to a Governmental Authority for failure to meet the AML Procedures. In addition, to the extent that Borrower receives any payments and monies directly from any Investor as Capital Contributions in this Section 8any account other than an AML Account or a Collateral Account, Borrower shall immediately deposit such Capital Contributions into the applicable AML Account or Collateral Account. Borrower shall not replace, permit the replacement of or cause the replacement of the Fund Administrator at any time, unless (i) Borrower provides Administrative Agent with prior written notice of such anticipated replacement, (ii) such replacement fund administrator is acceptable to the Administrative Agent in the event that its reasonable discretion and (iii) Borrower causes any replacement fund administrator to execute and deliver an AML Account Restriction Agreement for each AML Account in form and substance reasonably satisfactory to Administrative Agent. At all times the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in held at the form of BPY Units Depository and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties Depository shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit ValueEligible Institution.

Collateral Account. (ai) BAM On or one or more Affiliates before the Termination Date, the Borrower hereby agrees to deposit an amount equal to the aggregate amount available at such time to be drawn under the Letters of BAM Credit (such aggregate amount as determined from time to time being the “Required Balance”) in a cash collateral account to be established and maintained by the Administrative Agent pursuant to a Cash Collateral Agreement over which the Administrative Agent shall establish one or more non-interest bearing trust accounts have sole dominion and control (the “L/C Cash Collateral Account”) upon terms substantially set forth in such Cash Collateral Agreement. The Administrative Agent shall, at the Borrower’s direction and without assuming any risk of loss thereof, invest Cxxxxxx Credit Agreement the funds in the name L/C Cash Collateral Account in Cash Equivalents for the account of BAM or the Borrower. All interest and other investment gains earned on such Affiliates that will investments shall be administered by added to the Rights Agent L/C Cash Collateral Account as additional collateral security for the prompt and complete payment when due of the obligations and liabilities of the Borrower and any Designated Account Party under and in respect of the Letters of Credit. On (togetheri) the last Business Day of each calendar month, the Administrative Agent or (ii) any other date that the Borrower, the Administrative Agent or Required Lenders through the Administrative Agent shall in writing request, the Administrative Agent shall determine whether the amount on deposit on such date in the L/C Cash Collateral Account (A) is greater than the Required Balance on such date (the amount of such excess being the “Collateral AccountExcess Amount”) or (B) is less than the Required Balance on such date (the amount of such deficit being the “Deficit Amount”). The Rights Administrative Agent shall requisition advise the BPY Units Borrower on the date of determination of the existence, if any, of any Excess Amount or Deficit Amount and thereafter (i) the Cash Borrower shall immediately upon receipt of notice from the Administrative Agent of the existence of any Deficit Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect pay to the Collateral Account Balance contained in this Section 8, Agent (as defined in the event that the Cash Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitationAgreement), as a result of additional funds to be deposited and held in such cash collateral account, an adjustment amount equal to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles such Deficit Amount or (ii) upon request of the Borrower within 5 Business Days of receipt of notice from the Administrative Agent of the existence of any Excess Amount, the Administrative Agent shall instruct such Collateral Agent to release to the Borrower from the funds on deposit in the L/C Cash Collateral Account an amount equal to such Excess Amount. If at any time the Administrative Agent or such Collateral Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of cash any Person other than such Collateral Agent, any Agent, any Issuing Bank or the Lenders, which right or claim could reasonably have the effect of reducing the value of such funds to the Lenders and the Issuing Banks, the Borrower will, forthwith upon receipt of a demand by the Administrative Agent, pay to the Collateral Agent, as additional funds to be deposited and held in such L/C Cash EquivalentsCollateral Account, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation amount by which the value of such funds to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance Lenders and the Required Collateral Account Balance in writing on a regular basis, and shall inform Issuing Banks has been reduced as determined by the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit ValueAdministrative Agent.

Collateral Account. (a) BAM or one or more Affiliates Each Borrower agrees to deposit in its respective Collateral Account or, at the Lender's option, to deliver to the Lender all collections on Accounts, contract rights, chattel paper and other rights to payment constituting Collateral (but not the proceeds of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered any loan to Borrower as a borrower made by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with party other than Lender and permitted under the terms and conditions set forth in of this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement), and any delivery all other cash proceeds of a BPY Unit Amount pursuant to this Agreement shall be made in Collateral, which the form of BPY Units and not, for the avoidance of doubtBorrower may receive immediately upon receipt thereof, in the form of BPY Unit Convertiblesreceived, except for the Borrower's endorsement when deemed necessary. To Until delivered to the extent that conversion Lender or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change deposited in the Collateral Account Balance Accounts, all proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Lender and shall not be commingled with any funds or property of the Borrower. Amounts deposited in the Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All such collections shall constitute proceeds of Collateral and shall not constitute payment of any Obligation. Collected funds from the Collateral Accounts shall be transferred to the Lender's general account, and the Lender may deposit in its general account or in the Collateral Accounts any and all collections received by it directly from the Borrower. The Lender may commingle such funds with other property of the Lender or any other person. The Lender or the Required Borrower shall, after allowing two Banking Days after deposit in the Collateral Account Balance for any reasonAccounts, including as a result of an adjustment deposit such funds to the Conversion Factor or an increase Lender's Account No. 00-28-995 at Norwest Bank Minnxxxxx, XA. The Lender from time to time at its discretion shall, after allowing (i) one Banking Day after direct deposit in the BPY Unit ValueLender's Account No. 00-28-995 at Norwest Bank Xxxxxxxxx, XX, and/or (ii) such later date as may be required for collection, apply such funds to the payment of any and all Obligations, in any order or manner of application satisfactory to the Lender. All items delivered to the Lender or deposited in the Collateral Accounts shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Collateral Accounts, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Accounts, whether or not in fact endorsed by the Borrower.

Collateral Account. (a) BAM or one or more Affiliates No later than ninety (90) days before the Termination Date, the Borrower hereby agrees to deposit an amount equal to the aggregate amount available at such time to be drawn under the Extended Letters of BAM Credit upon which a demand can be made (such aggregate amount as determined from time to time being the “Required Balance”) in a cash collateral account to be established and maintained by the Administrative Agent pursuant to a Cash Collateral Agreement over which the Administrative Agent shall establish one or more non-interest bearing trust accounts have sole dominion and control (the “L/C Cash Collateral Account”) upon terms substantially set forth in such Cash Collateral Agreement. The Administrative Agent shall, at the Borrower’s direction and without assuming any risk of loss thereof, invest the funds in the name L/C Cash Collateral Account in Cash Equivalents for the account of BAM or the Borrower. All interest and other investment gains earned on such Affiliates that will investments shall be administered by added to the Rights Agent L/C Cash Collateral Account as additional collateral security for the prompt and complete payment when due of the obligations and liabilities of the Borrower under and in respect of the Letters of Credit. On (togetheri) the last Banking Day of each calendar month, the Administrative Agent or (ii) any other date that the Borrower, the Administrative Agent or Majority Lenders through the Administrative Agent shall in writing request, the Administrative Agent shall determine whether the amount on deposit on such date in the L/C Cash Collateral Account (A) is greater than the Required Balance on such date (the amount of such excess being the “Collateral AccountExcess Amount”) or (B) is less than the Required Balance on such date (the amount of such deficit being the “Deficit Amount”). The Rights Administrative Agent shall requisition advise the BPY Units Borrower on the date of determination of the existence, if any, of any Excess Amount or Deficit Amount and thereafter (i) the Cash Borrower shall immediately upon receipt of notice from the Administrative Agent of the existence of any Deficit Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect pay to the Collateral Account Balance contained in this Section 8, Agent (as defined in the event that the Cash Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitationAgreement), as a result of additional funds to be deposited and held in such cash collateral account, an adjustment amount equal to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles such Deficit Amount or (ii) upon request of the Borrower within 5 Banking Days of receipt of notice from the Administrative Agent of the existence of any Excess Amount, the Administrative Agent shall instruct such Collateral Agent to release to the Borrower from the funds on deposit in the L/C Cash Collateral Account an amount equal to such Excess Amount. If at any time the Administrative Agent or such Collateral Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of cash any Person other than such Collateral Agent, any Creditor, or the Letter of Credit Issuer, which right or claim could reasonably have the effect of reducing the value of such funds to the Lenders and the Letter of Credit Issuer, the Borrower will, forthwith upon receipt of a demand by the Administrative Agent, pay to the Collateral Agent, as additional funds to be deposited and held in such L/C Cash EquivalentsCollateral Account, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation amount by which the value of such funds to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance Lenders and the Required Collateral Account Balance in writing on a regular basis, and shall inform Letter of Credit Issuer has been reduced as determined by the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit ValueAdministrative Agent.

Collateral Account. Borrower will established with Administrative Agent an account (aas used in this Section 6.21, the "Collateral Account") BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM Borrower and under the sole control of Administrative Agent into which there shall be deposited from time to time the cash proceeds of the Collateral required to be delivered to Administrative Agent pursuant to this Section 6.21 or such Affiliates that will be administered by pursuant to any other provision of this Agreement or any other Loan Document. In the Rights Agent (togetherevent that, at any time, the “Outstanding Working Capital Amount shall exceed ninety percent (90%) of the Borrowing Base, Administrative Agent may, in its sole discretion, require Borrower to instruct all Account Debtors and other Persons obligated to make payments to Borrower on any receivables, general intangibles, instruments, or other rights to payment included within the Collateral to make such payments directly to Administrative Agent, in which case Borrower shall instruct that such payments be remitted to a post office box designated by and under the control of Administrative Agent and shall execute a lock box agreement and other documents related to the same as Administrative Agent shall request. All such payments shall be deposited into the Collateral Account”). The Rights Agent In addition to the foregoing, Borrower agrees that if any such payment is received by Borrower, Borrower shall requisition as promptly as possible deposit such payments into the BPY Units Amount or the Cash AmountCollateral Account. Until so deposited, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM all such payments shall be responsible held in trust by Borrower for ensuring that Administrative Agent and shall not be commingled with any other funds or property of Borrower. So long as no Default or Event of Default shall have occurred and be continuing, collected funds on deposit in the Collateral Account Balance shall at times equal or exceed be disbursed by Administrative Agent to an operating account in the Required Collateral Account Balancename of Borrower maintained with Agent from time to time upon receipt of a disbursement request in forms reasonably acceptable to Administrative Agent. Notwithstanding anything to the contrary contained If an Event of Default shall have occurred and be continuing, disbursement of funds in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form discretion of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion Administrative Agent or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit ValueLenders.

Collateral Account. (a) BAM The Borrowers have established, and until this Agreement has been repaid in full and cancelled the Borrowers shall maintain, the Collateral Account with the Lender. Such Collateral Account is subject to the custody, control and right of set-off of the Lender and constitutes part of the Collateral. Commencing prior to the initial Advance of a Loan hereunder and continuing until the termination of this Agreement, the Borrowers shall promptly deposit or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts cause to be deposited in the name Collateral Account all cash amounts received by any Borrower from or with respect to (i) all existing Royalty Interests, and (ii) all Royalty Interests purchased or otherwise acquired using Loan proceeds after the date of BAM or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that The balance in the Collateral Account Balance at all times shall at times be not less than an amount equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 aggregate of any payments of principal, interest, fees and subject to any additional requirements expenses payable with respect to the Loans and the Loan Documents and due at any time during the then current calendar quarter and the next succeeding calendar quarter, which amount shall be determined by the Lender in its commercially reasonable discretion, including with reference to the Borrowing Base applicable to such period of time (said aggregate payment amounts for such two calendar quarters hereinafter being described as the “Reserve Amount”). Each Borrower hereby grants to the Lender a continuing security interest in and lien upon the Collateral Account Balance contained in this Section 8Account, in the event that all cash balances from time to time credited to the Collateral Account Balance shall at and any time be less than and all proceeds of any thereof, whether now or hereafter existing or arising. So long as no Potential Event of Default or Event of Default has occurred and is continuing, the Required Collateral Account Balance, including, without limitation, as a result of an adjustment Lender will promptly disburse to the Conversion Factor or an increase in the BPY Unit ValueBorrowers, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreementwritten instructions provided by either Borrower to the Lender (which instructions such Borrower may revise upon five days written notice to the Lender), and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change credit balances in the Collateral Account Balance or which are in excess of the Required Collateral Account Balance for any reason, including as a result of an adjustment Reserve Amount from time to the Conversion Factor or an increase in the BPY Unit Valuetime.

Collateral Account. Section 3.3 of the Credit Agreement is deleted in its entirety and replaced as follows: Unless otherwise consented to by the Lender, Borrower will, forthwith upon receipt by Borrower of all checks, drafts, cash and other remittances in payment or as proceeds of, or on account of, any of the Accounts, the Receivables or other Collateral (a) BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts except Advances made by the Lender and excess amounts referenced in the name last sentence of BAM this Section 3.3) paid over to Borrower by the Lender), deposit the same in a special Lender account (the "Collateral Account") with the Lender or such Affiliates that will be administered other bank or financial institution as the Lender shall consent, over which the Lender alone has power of withdrawal, and will, to the extent required by the Rights Agent (togetherLender, designate with each such deposit the “particular Accounts or other item of Collateral Account”)upon which the remittance was made. The Rights Agent shall requisition Borrower acknowledges that the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that maintenance of the Collateral Account Balance is solely for the convenience of the Lender in facilitating its own operations, and Borrower does not and shall at times equal not have any right, title or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained interest in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, or in the event that amounts at any time appearing to the credit thereof. Amounts deposited in the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit not bear interest. All deposits into the Collateral Account either (i) a number shall be applied to the outstanding principal balance, if any, of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, the Revolving Loan as such amounts are actually and finally collected as determined by the Lender. Said proceeds shall be deposited in an amount precisely the form received except for Borrower's endorsement where necessary to cause permit collection of items, which endorsement Borrower agrees to make. Pending such deposit, Borrower agrees not to commingle any such checks, drafts, cash and other remittances with any of its funds or property, but will hold them separate and apart therefrom and upon an express trust for the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be Lender until deposit thereof is made in the form Collateral Account. Upon payment in full in cash of BPY Units and notall outstanding Obligations, for the avoidance Lender will pay over to Borrower, daily, any excess amounts received by the Lender as payment or proceeds of doubtCollateral, in whether received by the form of BPY Unit Convertibles. To the extent that conversion or redemption of Lender as a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change deposit in the Collateral Account Balance or received by the Required Collateral Account Balance for any reason, including Lender as a result direct payment on any of an adjustment to the Conversion Factor or an increase in the BPY Unit Valuesums due hereunder.

Collateral Account. Borrower shall cause all Hydrocarbon Proceeds to be delivered to an account (athe "Collateral Account") BAM or one or more Affiliates of BAM shall establish one or more non-interest bearing trust accounts which is maintained by Lender and is in the name of BAM or such Affiliates that all respects satisfactory to Lender. No funds, other than Hydrocarbon Proceeds and amounts from any Loans, will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect paid to the Collateral Account Balance contained in this Section 8Account. Borrower agrees not to open any new account, in or terminate the event that the existing Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, includingAccount, without limitation, as a result the prior written consent of an adjustment Lender. All Hydrocarbon Proceeds received by Borrower shall be delivered in kind to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, Lender for deposit into the Collateral Account either and Borrower shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of Lender until delivery thereof is made to the Collateral Account. No more than two times a month, Borrower may request in writing (a "Disbursement Request"), delivered three business days prior to the date of any requested disbursement and executed by an Authorized Officer, that Lender reimburse Borrower or pay directly, as appropriate, out of funds in the Collateral Account, (i) a number of BPY Units or BPY Unit Convertibles or Direct Taxes for such period, (ii) an amount Existing Burdens for such period, (iii) Cash Flow from Override for such period (provided that such amounts will be paid directly to Lender), (iv) interest on the Note accrued at the Interest Rate or the Default Rate during such period, (v) all Obligations under the Loan Documents related to the enforcement and maintenance of cash or Cash Equivalentsthe Loan Documents, (vi) all unpaid Scheduled Payments, (vii) Approved Lease Operating Expenses actually paid by Borrower for such period, (viii) Approved Third-Party Transportation, Gathering and Marketing Expenses actually paid by Borrower for such period, (ix) Approved Capital Expenditures actually paid by Borrower for such period, (x) Approved G&A Expenses actually paid by Borrower for such period, and (xi) any other amounts approved by Lender in an amount necessary to cause its sole and absolute discretion. Such Disbursement Request shall set forth in detail the Collateral Account Balance calculation of each such item requested to be at least equal to the Required Collateral Account Balance. The Rights Agent paid and shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing otherwise contain any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount information required pursuant to this Agreement Section. Lender shall be made protected in all instances in paying the form foregoing amounts based upon such Disbursement Request without any need whatsoever to independently verify such requested amounts. In addition, and notwithstanding the information provided by Borrower, Lender shall have the right (it being hereby agreed that Lender is not obligated to make such payment, is not responsible to Borrower or any other Person for making or failing to make any such payment and is not responsible for seeing to the application of BPY Units and not, for the avoidance of doubtany such payment) to apply any amount, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any feesits sole discretion, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed from time to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change time in the Collateral Account Balance to the payment of any of the previously specified payment items in the priority order in which such specified payment items are listed. After receipt of a Disbursement Request by Borrower setting forth in reasonable detail the proposed use of such funds, Lender may transfer to an account designated by Borrower on the requested date for such disbursement (which date must be at least three (3) Business Days after receipt by Lender of the Disbursement Request) any or all of the Required funds in the Collateral Account. Borrower hereby authorizes Lender in Lender's sole discretion to pay amounts either to Borrower or to the applicable vendors directly. Upon submission of a Disbursement Request relating to Approved Lease Operating Expenses, Approved Third-Party Transportation, Gathering and Marketing Expenses and Approved Capital Expenditures, and upon Lender's satisfaction, in its sole discretion, that such requested disbursement is to be made in satisfaction of Approved Lease Operating Expenses, Approved Third-Party Transportation, Gathering and Marketing Expenses, Approved Capital Expenditures or Approved G&A Expenses, and subject to the other provisions hereof and in accordance with applicable laws, Lender may make the disbursement subject to the conditions in this Agreement and the order of priority set forth in the second paragraph of this Section providing that the foregoing shall not be required. Lender shall have no obligation to make any payment from the Collateral Account Balance for in respect of any reason, including as a result of an adjustment amount provided in this Section to the Conversion Factor or an increase extent there are not sufficient funds in the BPY Unit ValueCollateral Account to make any such payment.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the “Aggregate Available Amount”) or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything “Maximum Available Amount”) to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance an amount described above, Secured Party shall apply the amount apportioned to such Letter of Credit to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby pledges and grants to the Lender as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (a) BAM or one or more Affiliates including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of BAM any Letter of Credit Liabilities until applied by the Lender as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall establish one or more non-interest bearing trust accounts be subject to withdrawal only as provided in this Section. Amounts on deposit in the Collateral Account shall be invested and reinvested by the Lender in such Cash Equivalents as the Lender shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of BAM and be under the sole dominion and control of the Lender. The Lender shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Lender accords other funds deposited with the Lender, it being understood that the Lender shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account. If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Affiliates that will be administered by the Rights Agent (togetherLetter of Credit, the “Borrower authorizes the Lender to use the monies deposited in the Collateral Account”). The Rights Agent shall requisition Account and proceeds thereof to make payment to the BPY Units Amount beneficiary with respect to such drawing or the Cash Amountpayee with respect to such presentment. If an Event of Default exists, as applicablethe Lender may, without in its discretion, liquidate any further action or approval from BAM, for payment such investments and reinvestments and apply proceeds thereof to any Class A Shareholder the Obligations in accordance with Section 4(a) 11.4. So long as no Default or Section 4(b) in accordance with the terms Event of Default exists, and conditions set forth in this Agreement. BAM shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained extent amounts on deposit in this Section 8 and subject to any additional requirements with respect or credited to the Collateral Account Balance contained exceed the aggregate amount of the Letter of Credit Liabilities then due and owing, the Lender shall, from time to time, at the request of the Borrower, deliver to the Borrower within 10 Business Days after the Lender’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such amount of the credit balances in this Section 8, in the event that the Collateral Account Balance as exceeds the aggregate amount of the Letter of Credit Liabilities at such time. The Borrower shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment pay to the Conversion Factor or an increase Lender from time to time such fees as the Lender normally charges for similar services in connection with the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A ShareholderLender’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed administration of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, investments and shall inform the Rights Agent in writing within two Business Days reinvestments of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Valuefunds therein.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Article 9 of the Credit Agreement, the Grantors are required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, the US Funds Administrator shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by the Funds Administrators for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by the Funds Administrators shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "MAXIMUM AVAILABLE AMOUNT") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to of which the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall Funds Administrators have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which the Required Funds Administrators have deposited in the Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which the Funds Administrators have failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds.

Collateral Account. (ai) BAM On or one or more Affiliates before the Termination Date, the Borrower hereby agrees to deposit an amount equal to the aggregate amount available at such time to be drawn under the Letters of BAM shall establish one or more non-interest bearing trust accounts Credit (such aggregate amount as determined from time to time being the "Required Balance") in the name of BAM or such Affiliates that will a cash collateral account to be administered established and maintained by the Rights Administrative Agent pursuant to a Cash Collateral Agreement over which the Administrative Agent shall have sole dominion and control (together, the “"L/C Cash Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a") or Section 4(b) in accordance with the upon terms and conditions substantially set forth in this such Cash Collateral Agreement. BAM The Administrative Agent shall, at the Borrower's direction and without assuming any risk of loss thereof, invest the funds in the L/C Cash Collateral Account in Cash Equivalents for the account of the Borrower. All interest and other investment gains earned on such investments shall be responsible added to the L/C Cash Collateral Account as additional collateral security for ensuring the prompt and complete payment when due of the obligations and liabilities of the Borrower and any Designated Account Party under and in respect of the Letters of Credit. On (i) the last Business Day of each calendar month, the Administrative Agent or (ii) any other date that the Borrower, the Administrative Agent or Required Lenders through the Administrative Agent shall in writing request, the Administrative Agent shall determine whether the amount on deposit on such date in the L/C Cash Collateral Account Balance shall at times equal or exceed (A) is greater than the Required Collateral Account Balance. Notwithstanding anything to Balance on such date (the contrary contained in this Section 8 and subject to any additional requirements with respect to amount of such excess being the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be "Excess Amount") or (B) is less than the Required Collateral Account BalanceBalance on such date (the amount of such deficit being the "Deficit Amount"). The Administrative Agent shall advise the Borrower on the date of determination of the existence, includingif any, without limitation, as a result of an adjustment to the Conversion Factor any Excess Amount or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either Deficit Amount and thereafter (i) a number the Borrower shall immediately upon receipt of BPY Units or BPY Unit Convertibles notice from the Administrative Agent of the existence of any Deficit Amount, pay to the Collateral Agent (as defined in the Cash Collateral Agreement), as additional funds to be deposited and held in such cash collateral account, an amount equal to such Deficit Amount or (ii) upon request of the Borrower within 5 Business Days of receipt of notice from the Administrative Agent of the existence of any Excess Amount, the Administrative Agent shall instruct such Collateral Agent to release to the Borrower from the funds on deposit in the L/C Cash Collateral Account an amount equal to such Excess Amount. If at any time the Administrative Agent or such Collateral Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of cash any Person other than such Collateral Agent, any Agent, any Issuing Bank or the Lenders, which right or claim could reasonably have the effect of reducing the value of such funds to the Lenders and the Issuing Banks, the Borrower will, forthwith upon receipt of a demand by the Administrative Agent, pay to the Collateral Agent, as additional funds to be deposited and held in such L/C Cash EquivalentsCollateral Account, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation amount by which the value of such funds to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance Lenders and the Required Collateral Account Balance in writing on a regular basis, and shall inform Issuing Banks has been reduced as determined by the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit ValueAdministrative Agent.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "AGGREGATE AVAILABLE AMOUNT") or equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BAM shall be responsible ratio of the maximum amount available for ensuring that drawing under each such Letter of Credit (as to such Letter of Credit, the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything "MAXIMUM AVAILABLE AMOUNT") to the contrary contained Aggregate Available Amount. Upon any drawing under any outstanding Letter of Credit in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Value, within two Business Days, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BPY Unit Amount pursuant to this Agreement shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change which Company has deposited in the Collateral Account Balance any amounts described above, Secured Party shall apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has deposited in the Required Collateral Account Balance for any reasonamounts described above, including as or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Secured Party shall apply the amount then on deposit in the Collateral Account in respect of such Letter of Credit (less, in the case of such a result reduction, the Maximum Available Amount under such Letter of an adjustment Credit immediately after such reduction) first, to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 18 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the BPY Unit Valuemanner described above), third, to the extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall elect, and fourth, to the extent of any further excess, to the payment to Grantor or whoever shall be lawfully entitled to receive such funds.

Collateral Account. (a) BAM or one or more Affiliates If an Event of BAM shall establish one or more non-interest bearing trust accounts in the name of BAM or such Affiliates that will be administered by the Rights Agent (togetherDefault has occurred and is ------------------ continuing and, the “Collateral Account”). The Rights Agent shall requisition the BPY Units Amount or the Cash Amount, as applicable, without any further action or approval from BAM, for payment to any Class A Shareholder in accordance with Section 4(a8.2 of the Credit Agreement, Company is required to pay to Secured Party an amount (the "Aggregate Available Amount") or -------------------------- equal to the maximum amount that may at any time be drawn under all Lender Letters of Credit then outstanding under the Credit Agreement, Company shall deliver funds in such an amount for deposit in the Cash Collateral Account. If for any reason the aggregate amount delivered by Company for deposit in the Cash Collateral Account as aforesaid is less than the Aggregate Available Amount, the aggregate amount so delivered by Company shall be apportioned among all outstanding Lender Letters of Credit for purposes of this Section 4(b) in accordance with the terms and conditions set forth ratio of the maximum amount available for drawing under each such Lender Letter of Credit (as to such Lender Letter of Credit, the "Maximum ------- Available Amount") to the Aggregate Available Amount. Upon any drawing under any ---------------- outstanding Lender Letter of Credit in this Agreement. BAM shall be responsible for ensuring that respect of which Company has deposited in the Cash Collateral Account Balance any amounts described above, Secured Party shall at times equal apply such amounts to reimburse the Issuing Lender for the amount of such drawing. In the event of cancellation or exceed expiration of any Lender Letter of Credit in respect of which Company has deposited in the Required Cash Collateral Account Balance. Notwithstanding anything to any amounts described above, or in the contrary contained event of any reduction in this Section 8 and subject to any additional requirements with respect to the Maximum Available Amount under such Lender Letter of Credit, Secured Party shall apply the amount then on deposit in the Cash Collateral Account Balance contained in this Section 8respect of such Lender Letter of Credit (less, in the event that case of such a reduction, the Collateral Account Balance shall at any time be less than the Required Collateral Account BalanceMaximum Available Amount under such Lender Letter of Credit immediately after such reduction) first, including, without limitation, as a result of an adjustment to the Conversion Factor payment of any amounts payable to Secured Party pursuant to Section 17 hereof, second, to the extent of any excess, to the cash collateralization pursuant to the terms of this Agreement of any outstanding Lender Letters of Credit in respect of which Company has failed to pay all or an increase a portion of the amounts described above (such cash collateralization to be apportioned among all such Lender Letters of Credit in the BPY Unit Valuemanner described above), within two Business Daysthird, BAM shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BPY Units or BPY Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent extent of any further excess, to the payment of any other outstanding Secured Obligations in such order as Secured Party shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BAM covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BPY Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreementelect, and fourth, to the extent of any delivery of a BPY Unit Amount pursuant further excess, to this Agreement the payment to whomsoever shall be made in the form of BPY Units and not, for the avoidance of doubt, in the form of BPY Unit Convertibles. To the extent that conversion or redemption of a BPY Unit Convertible results in the imposition of any fees, payments, premiums or penalties, lawfully entitled to receive such fees, payments, premiums or penalties shall be borne by BAM, or its applicable Affiliates, and shall either be satisfied directly by BAM or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BAM shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BPY Unit Valuefunds.