Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Subject to the Collateral Agency Agreementlast sentence of this Section 6.14(a), it has caused each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be established at paid to and held in the applicable Collateral Agent Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Agent Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (bpledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) it has instructed Each Credit Party will cause the Custodian (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties with respect to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerPledged Securities Account, the Borrower shall hold applicable institution maintaining such funds in trust for account) to provide the Agent with “read-only” internet access to each Collateral Agent Account and shall promptly remit Pledged Securities Account, as applicable, through any online service provided by such payments for deposit Custodian (or, with respect to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingany Pledged Securities Account, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all applicable institution maintaining such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borroweraccount).

Collateral Accounts. The Borrower agrees and confirms that (a) The Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. The Borrowers and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the applicable Collateral Agents consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Agents shall, at their option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agency Agreement, it has caused to be established at Agents and promptly reflected in the Collateral Agent each reporting of the Construction AccountBorrowing Base, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of this Agreement, and (iv) none of the Collateral Agency Agreement. Iftransactions giving rise thereto will violate any applicable laws or regulations, notwithstanding the foregoing, any all documentation relating thereto will be legally sufficient under such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold laws and regulations and all such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account documentation will be legally enforceable in accordance with its terms. (c) Collateral Agents shall have the right at any time or times, in Collateral Agency AgreementAgents’ name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. In addition to To facilitate the foregoingexercise of the right described in the immediately preceding sentence, the Borrower Borrowers hereby agrees that if to provide Collateral Agents upon request the proceeds name and address of any Collateral hereunder (including the payments made in respect each Account Debtor of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for Borrowers and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerBorrowing Base Guarantors.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall be deposited in the Collateral Account to the Revenue Account extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Trustee shall hold receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.1(a) and Section 3.5 hereof, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds The Trustee shall be held have no liability for any loss incurred in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee, Collateral Agent and the Control Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Collateral Agent or the Control Agent, as applicable, shall establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent or Control Agent, as applicable, subject to the Intercreditor Agreement. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent or Control Agent, as applicable, at one of its corporate trust offices and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent and/or Control Agent from awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit to Documents, shall be deposited in the Revenue Account Collateral Account, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (including, without limitation, Sections 3.7, 6.10 and 10.9(a)) and the Intercreditor Agreement. In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower shall hold such funds in trust for Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent and/or Control Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and shall promptly remit directing the Trustee and/or the Collateral Agent and/or Control Agent to make such payments for deposit deposit. (c) Subject to the Revenue Account Intercreditor Agreement, pending the distribution of funds in the Collateral Accounts in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees that if Company may direct the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to Trustee and/or the Collateral Agent for deposit to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. Subject to the Reserve Account. Until Intercreditor Agreement, so depositedlong as no Event of Default shall have occurred and be continuing, all such proceeds shall be held in trust by the Borrower for and as Company may direct the property of Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall not be commingled credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 10.9(c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to The Securities Administrator shall establish and maintain with itself, as agent for the Collateral Agency AgreementTrustee, it has caused to be established at the Collateral Agent each on behalf of the Construction Supplemental Interest Trust, a separate, segregated trust account (the “Collateral Account”) titled, Construction Payment Subaccount“▇▇▇▇▇ Fargo Bank, Punchlist Retention SubaccountN.A. as Securities Administrator, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR2, Mortgage Pass-Through Certificate Swap Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account”. The Collateral Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by itan Eligible Account, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for and funds on deposit to the Reserve Account. Until so deposited, all such proceeds therein shall be held in trust by the Borrower for separate and as the property of the Collateral Agent apart from, and shall not be commingled with with, any other funds or property monies, including, without limitation, other monies of the BorrowerSecurities Administrator held pursuant to this Agreement. (b) Funds required to be held pursuant to the Credit Support Annex shall be deposited into the Collateral Account. Funds posted by the Certificate Swap Provider (or its credit support provider) in the Collateral Account shall be invested in Eligible Investments as directed by the Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to the Certificate Swap Provider pursuant to the terms of the Credit Support Annex. The Securities Administrator shall not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Certificate Swap Payments owed by the Certificate Swap Provider as a result of its failure to make payments pursuant to the Certificate Interest Rate Swap Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the Certificate Swap Account and distributed as all or a portion of such Certificate Swap Amount pursuant to Section 4.1(a)(vi). Any amounts on deposit in the Collateral Account required to be returned to the Certificate Swap Provider (or its credit support provider) as a result of the termination of the Certificate Interest Rate Swap Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the Certificate Interest Rate Swap Agreement, shall be released directly to the Certificate Swap Provider pursuant to the terms of the Credit Support Annex. (c) Upon the termination of the Trust Fund, any amounts remaining in the Collateral Account shall be distributed by the Securities Administrator as required pursuant to the terms of the Credit Support Annex.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Borrower shall, and shall cause each Credit Party to, maintain all of its operating and other deposit accounts, the Cash Collateral Account and securities/investment accounts with SVB and SVB’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to invest up to fifty (50.0%) percent of its excess cash and cash equivalents in securities/investment accounts maintained at another bank or financial institution other than SVB subject to the Collateral Agency terms and conditions of this Agreement. In addition, it has caused to be established at the Collateral Agent each Borrower shall conduct all of the Construction Accountits primary banking facilities with SVB, Construction Payment Subaccountincluding, Punchlist Retention Subaccountwithout limitation, the Operating Accountcash management, the Debt Service Reserve Accountasset management, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account letters of credit and the Revenue Account, in each case in the name of the Collateral Agent and business credit cards. (b) it has instructed Borrower shall, and shall cause each Credit Party to, provide Agent five (or5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, on or before the effectiveness of for each Project Document Collateral Account that is entered into after the date hereof, will instruct) each of the any Credit Party at any time maintains (other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or than Collateral Accounts in connection with any letter of credit permitted in clause (f) of the definition of “Permitted Contingent Obligations”), Borrower shall, and shall cause each Credit Party to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Project Document shall be made directly Collateral Account to the perfect Agent’s Lien in such Collateral Agent for deposit to the Revenue Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions of the Collateral Agency Agreement. Ifprevious sentence shall not apply to (i) deposit accounts exclusively used for payroll, notwithstanding payroll taxes and other employee wage and benefit payments to or for the foregoingbenefit of a Credit Party’s employees and identified to Agent by Borrower as such (provided, any such payment or proceeds are remitted directly to the Borrowerhowever, the that at all times Borrower shall maintain one or more separate Deposit Accounts to hold such funds in trust any and all amounts to be used for the Collateral Agent payroll, payroll taxes and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingother employee wage and benefit payments, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled commingle any monies allocated for such purposes with funds in any other funds Deposit Account) or property (ii) any Collateral Account owned by the Securities Subsidiary so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B. 1. Borrower shall at all times maintain in a Collateral Account owned by Borrower and subject to a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the sum of (A) the outstanding amount of the Borrower.Obligations plus (B) five percent (5.0%) of the Obligations plus (C) the amount necessary to maintain the minimum balance requirement of all Collateral Accounts, or (ii) if the following amount pursuant to this clause (ii) is less than the amount that is determined pursuant to clause (i) at any given time, the amount of any and all remaining cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis (provided, that, to the extent that the amount required by this provision is being determined based upon clause (ii) hereof, it is understood and agreed that Borrower may, from time to time, deposit and maintain cash in any Deposit Account referenced in clause (i) of the immediately preceding sentence (e.g. the payroll and employee benefits accounts) to the extent so deposited and maintained in the Ordinary Course of Business and such Deposit Account need not be subject to a Control Agreement). Subject to Section 6.13, Borrower shall, and shall cause each Credit Party to, maintain its primary operating and other Collateral Accounts with SVB and its affiliates

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant On or prior to the Closing Date, the Administrative Agent shall cause to be established, in its own name at an Eligible Account Bank, a segregated account for each Approved Currency (each, a "Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties. (b) Each of the Borrower, the European Purchaser and the Collection Agent agrees that the Administrative Agent shall have exclusive dominion and control over the Collateral Accounts and all monies, instruments and other property from time to time deposited in or credited to the Collateral Agency Agreement, it has caused to be established at the Accounts. (c) The Administrative Agent may invest funds on deposit in any Collateral Agent each of the Construction Account, Construction Payment Subaccountreinvest proceeds of any such investments which may mature or be sold, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Accountinvest interest or other income received from any such investments, in each case in such Permitted Investments as the name of the Collateral Collection Agent and (b) it has instructed may select (or, on in the absence of any such selection by the Collection Agent, as the Administrative Agent may select in its sole discretion); provided that each such Permitted Investment shall have a maturity date no later than the next succeeding Settlement Date. Such proceeds, interest or before income which are not so invested or reinvested in Permitted Investments shall, except as otherwise provided in this Agreement, be deposited and held in the effectiveness applicable Collateral Account; provided that, prior to the Termination Date, any interest or income in respect of each Project Document that is entered into after such Permitted Investments shall, at the date hereof, will instruct) each direction of the other parties to Collection Agent be deposited into the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue applicable Concentration Account and applied as Collections in accordance with the terms Section 2.06 of the Collateral Agency Receivables Loan Agreement. If, notwithstanding Neither the foregoing, Administrative Agent nor any such payment or proceeds are remitted directly of its Affiliates shall be liable to the Borrower, the Borrower European Purchaser, the Collection Agent, any Secured Party or any other Person for, or with respect to, any decline in value of amounts on deposit in any Collateral Account. Permitted Investments from time to time purchased and held pursuant to this Section 2.8 shall hold be referred to as "Collateral Securities" and shall, for purposes of this Agreement and each other Transaction Document, constitute part of the funds held in the applicable Collateral Account in amounts equal to their respective outstanding principal amounts. Each such Permitted Investment shall be made in the name of the Administrative Agent or its designee. (d) Following the occurrence of any Termination Event, the Administrative Agent may, at any time or from time to time after funds are either deposited in trust for a Collateral Account or invested in Collateral Securities, after selling, if necessary, any Collateral Securities, withdraw funds then held in such Collateral Account and apply the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account same in accordance with the Collateral Agency priority of payments set forth in Section 2.07 of the Receivables Loan Agreement. In addition to the foregoing, Each of the Borrower and the European Purchaser agrees that if Permitted Investments are of a type customarily sold on a recognized market and, accordingly, no notice of sale of any Permitted Investments shall be required. To the proceeds extent notice of sale of any Collateral hereunder (including Securities shall be required by law, at least ten days' notice to the payments made in respect Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (e) The Administrative Agent shall have the sole right of withdrawal with respect to each Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property None of the Borrower, the European Purchaser, the Collection Agent or any Person claiming on behalf of or through the Borrower, the European Purchaser or the Collection Agent shall have any right to withdraw any of the funds held in any Collateral Account. (f) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds. (g) On the Final Payout Date, any funds remaining on deposit in the North American Collateral Accounts shall be paid to the Borrower and any funds remaining on deposit in the European Collateral Account shall be paid to the European Purchaser.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the First Lien Notes Collateral Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Notes Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall, subject to the Revenue Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, be deposited in the Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First Lien Notes Collateral Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and Section 11.08(a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower First Lien Notes Collateral Agent shall hold receive an Officer’s Certificate directing the First Lien Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the First Lien Notes Collateral Agency AgreementAgent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition The Company acknowledges that for so long as the First Lien Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by Neither the Borrower for and as Trustee nor the property of the First Lien Notes Collateral Agent and shall not be commingled have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis (c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Loan Parties hereby pledge and grant to the Collateral Agency AgreementAdministrative Agent, it has caused to be established at for the Collateral Agent each ratable benefit of the Construction AccountL/C Issuer and the Lenders as provided herein, Construction Payment Subaccounta security interest in all of its right, Punchlist Retention Subaccount, title and interest in and to the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution L/C Collateral Account and the Revenue Accountbalances from time to time in the L/C Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the L/C Collateral Account shall not constitute payment of any Letter of Credit Liabilities or other Obligations until applied by the Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in each case the L/C Collateral Account shall be subject to withdrawal only as provided in this Section. With respect to such pledges and grants, the Loan Parties will execute and deliver from time to time any documents or instruments reasonably requested by Administrative Agent in order to evidence or perfect such pledges and grants, with all such documents to be in form and substance acceptable to the Administrative Agent. (b) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower, the L/C Issuer, and the Lenders authorize the Administrative Agent to use the monies deposited in the L/C Collateral Account and proceeds thereof to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. (c) Amounts on deposit in the L/C Collateral Accounts shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the L/C Issuer and the Lenders. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the 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 Accounts. (d) If an Event of Default exists, the Requisite Lenders may, in their discretion, at any time and (b) it has instructed (orfrom time to time, on or before instruct the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties Administrative Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Project Documents that all payments constituting Project Revenues due or to become due Obligations in accordance with Section 11.4. (e) The Borrower shall pay to the Borrower under or Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms Administrative Agent’s administration of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such Accounts and investments and reinvestments of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrowertherein.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each shall establish and maintain for the benefit of the Construction Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) it The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has instructed occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (or, on or before iii) all other Proceeds from the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each sale (other than a sale to Zipcar under Section 2.4 of the other parties ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the Project Documents extent that all payments constituting Project Revenues due any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or to become due (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the Borrower under or in connection with each other vehicles owned by Zipcar before it is obligated to deposit such Project Document shall be made directly to the amount into a Collateral Agent for deposit to the Revenue Account in accordance with this Section 2.4(b), the terms Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral Agency Agreement. Ifand deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, notwithstanding the foregoingin lieu thereof, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds activity relating to the Collateral Agent for deposit to the Reserve Account. Until so depositedPromptly after the deposit of any funds into a Collateral Account, all such proceeds but in no event more than three Business Days thereafter, the Servicer shall be held in trust by the Borrower for and as the property of instruct the Collateral Agent and shall not be commingled with any other funds or property in writing as to (i) the amount thereof which represents Proceeds of the BorrowerZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Securities and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of received pursuant to the Construction AccountCollateral Documents, Construction Payment Subaccount, Punchlist Retention Subaccount, shall be deposited in the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue First Priority Collateral Account, in each the case of proceeds from First Priority Collateral, or in the name Second Priority Collateral Account, in the case of the Collateral Agent proceeds from Second Priority Collateral, and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document thereafter shall be made directly to held, applied and/or disbursed by the Collateral Agent for deposit to the Revenue Account Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall hold receive an Officers’ Certificate identifying which Collateral Account shall receive such funds in trust for deposit and directing the Trustee and/or the Collateral Agent and shall promptly remit to make such payments for deposit to deposit. (c) Pending the Revenue distribution of funds in the Collateral Account in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that if such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the proceeds Company may direct the Trustee to sell, liquidate or cause the redemption of any Collateral hereunder (including the payments made such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds The Trustee shall be held have no liability for any loss incurred in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Borrower shall, and shall cause each Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Agency AgreementAccount at or with any bank or financial institution. In addition, it has caused to be established for each Collateral Account that any Borrower or Secured Guarantor at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account any time maintains (and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), Borrower shall, and shall cause each Secured Guarantor to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Project Document shall be made directly Collateral Account to the perfect Agent’s Lien in such Collateral Agent for deposit to the Revenue Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (a) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s reasonable discretion, other employee wage and benefit payments to or for the benefit of a Credit Party’s employees, (b) Deposit Accounts owned by the Securities Subsidiary, (c) the Subject Cash Collateral Agency Agreement. IfAccounts or (d) Collateral Accounts in which the daily balances do not exceed $250,000 in the aggregate for all such Collateral Accounts and, in each case, identified to Agent by Borrower as such; provided, however, that at all times Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account. (b) Borrower shall at all times maintain in a Collateral Account subject to a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the aggregate outstanding principal amount of the Credit Extensions or (ii) if the following amount pursuant to this clause (ii) is less than the amount that is determined pursuant to clause (i) at any given time, the amount of any and all remaining cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis (other than amounts held in Deposit Accounts described in clauses (a), (c) and (d) of Section 6.6(a) above and Deposit Accounts of Foreign Subsidiaries); provided that notwithstanding the foregoing, any in no event shall the amount maintained in such payment or proceeds are remitted directly Collateral Account be less than (a) on and after the Funding Date of Credit Facility #1 (but prior to the BorrowerFunding Date of Credit Facility #2), $15,000,000 or (b) on and after the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingFunding Date of Credit Facility #2, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower$30,000,000.

Collateral Accounts. The (i) Borrower agrees shall direct each Obligor under the Portfolio Investments (and confirms that (aeach depository institution where payments with respect to the Portfolio Investments are on deposit) pursuant to remit payments with respect to the Portfolio Investments to the Collateral Agency Agreement, it has caused Accounts. It will be considered an Event of Default if Borrower fails to be established at direct each Obligor under the Collateral Agent Portfolio Investments (and each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties depository institution where payments with respect to the Project Documents that all Portfolio Investments are on deposit) to remit payments constituting Project Revenues due or to become due with respect to the Borrower under or in connection with each such Project Document shall be made directly Portfolio Investments to the Collateral Agent Accounts. (ii) In the event Borrower receives any payment on account of any Portfolio Investment directly from any Obligor, Borrower shall, within one (1) Business Day after receipt of such payment, remit such payments directly to a Collateral Account. (iii) Upon the occurrence and during the continuance of an Event of Default, Bank may direct the applicable bank to liquidate each Collateral Account and any other account of Borrower that is subject to a Control Agreement and remit the proceeds thereof to Bank for deposit application to the Revenue Obligations. (iv) If an Event of Default has occurred and is continuing or a Borrowing Base Deficiency has occurred and is continuing, Borrower will not transfer any funds in any Collateral Account or any other account of Borrower that is subject to a Control Agreement to any other deposit account or securities account or otherwise dispose of any such funds without Bank’s prior written consent, other than payments made to Bank to pay or prepay the Obligations. (v) Borrower shall execute and deliver a Control Agreement with respect to each Collateral Account in accordance existence on the Closing Date within thirty (30) days thereof. (vi) To the extent Borrower opens a deposit account or securities account after the Closing Date that is not (1) an Excluded Account or (2) an account with an average daily balance of less than $10,000 individually or $50,000 in the terms of aggregate for all such accounts (each, a “De Minimis Account” and collectively, the Collateral Agency Agreement. If“De Minimis Accounts”), notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the depository institution, and Bank shall execute and deliver a Control Agreement with respect thereto within thirty (30) days thereof. For the avoidance of doubt, while the Obligations are outstanding Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of not transfer any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be cash or other assets held in trust by the Borrower for and a Collateral Account to any such other account until such time as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrowera Control Agreement is in effect.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoinginstructions to debtors to make payments to the Lockbox, any Borrower receives any payments on Receivables, such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit deposit such payments for deposit to the Revenue Account in accordance with the into such Borrower’s Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, such Borrower shall hold all such proceeds shall be held payments in trust by the Borrower for and as the property of the Lender and shall not commingle such payments with any of its other funds or property; provided, however, that the foregoing shall not be construed to allow the Lender to withhold any such payments after full payment and discharge of all Obligations. (b) Amounts deposited in any Collateral Agent Account shall not bear interest and shall not be commingled subject to withdrawal by any Borrower, except after full payment and discharge of all Obligations; provided, however, that if the Borrowers’ only outstanding Obligations are principal owing under the Equipment Note and the Term Loan B Note, and if no such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any other funds or property Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the BorrowerObligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each Collateral 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. (d) All items deposited in any Collateral Account shall be subject to final payment. If any such item is returned uncollected, the applicable Borrower will immediately pay the Lender, or, for items deposited in a Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to any commercial account or other account belonging to the Borrower to whom the item was payable.

Collateral Accounts. The Borrower agrees Collateral and confirms that Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (a) together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral Agency Agreementand Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), it has caused (i) the proceeds of any sale or foreclosure action taken pursuant to be established at the this Agreement or any other Collateral Agent each Document and (ii) any monies otherwise received for satisfaction of the Construction AccountSecured Obligations, Construction Payment Subaccount, Punchlist Retention Subaccountwhether from the Collateral, the Operating AccountCompany, the Debt Service Reserve AccountGuarantors, any Affiliate of the Debt Service Accrual AccountCompany or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the name case of the any Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or Account established in connection with each such Project Document shall be made directly to the Comegua Pledged Stock, a Balboa-denominated Collateral Agent for deposit to Account promptly following the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerIssue Date.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Party B will, from time to time, instruct the Custodian, by any of the means mutually agreed to between Party B and the Custodian, to segregate certain U.S. cash, U.S. Government securities, or other U.S. securities or foreign securities (exclusive of Japanese government bonds) to the Collateral Agency Agreement, it extent in each case acceptable to all parties hereto and in which Party B has caused granted a security interest to be established at Party A (after giving effect to the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccountsegregation, the Operating “Collateral”). (b) The Custodian will identify and segregate on its books and records under the name of Party B as the entitlement holder for the benefit of Party A non-cash Collateral. The identification and segregation of such non-cash Collateral are herein referred to as the “Securities Account”. (c) The Custodian will satisfy the requirement to segregate cash Collateral by identifying and crediting the cash Collateral to a separate deposit account (the “Deposit Account” and, together with the Securities Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in “Collateral Accounts”) under the name of Party B as the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust Custodian’s customer for the Collateral Agent and shall promptly remit such payments for deposit benefit of Party A. (d) The Custodian will credit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingParty B’s custodial account, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect exclusive of the Collateral Accounts, all interest, dividends and other income and other distributions (including, without limitation, maturity proceeds) shall be received by itthe Custodian on the Collateral. The interest, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for dividends and as the property of the Collateral Agent other income and other distributions shall not be commingled with Collateral. However, if a Notice of Exclusive Control has been received by the Custodian, and following a reasonable time for the Custodian to act thereon, cash interest, dividends and other income and other distributions will be credited to the Deposit Account and non-cash interest, dividends and other income and other distributions will be credited to the Securities Account. (e) The Custodian may in its discretion decline to follow an instruction originated by Party B under Section 2(a) if following the instruction would in the Custodian’s sole judgment after taking into account the subordination in Section 7, result in any other funds or property remaining assets in the custodial account being inadequate to cover any obligations of Party B to the BorrowerCustodian. The Custodian will promptly notify Party B of any decision to decline to follow the instruction.

Collateral Accounts. The Borrower agrees and confirms that (a) If and when required for purposes hereof, the Collateral Representative will establish with respect to each Lien Grantor an account (its "COLLATERAL ACCOUNT"), in the name and under the exclusive control of the Collateral Representative, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Note Documents shall be deposited from time to time. Each Cash Collateral Agency Agreement, it has caused to Account will be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, operated as provided in each case in the name of the Collateral Agent and this Section. (b) it has instructed The Collateral Representative shall deposit the following amounts, as and when received by it, in the Collateral Account of the applicable Lien Grantor: (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instructi) each amount required by the Note Documents to be deposited therein, including, without limitation, all proceeds specified in Section 5.04(d) of the other parties to the Project Documents that all payments constituting Project Revenues due Note Purchase Agreement; and (ii) each amount realized or to become due to the Borrower under or in connection with each such Project Document shall be made directly to otherwise received by the Collateral Agent for deposit Representative with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (c) Unless (x) an Event of Default shall have occurred and be continuing and the Revenue Required Holders shall have instructed the Collateral Representative to stop withdrawing amounts from the Collateral Account pursuant to this subsection or (y) the maturity of the Notes shall have been accelerated pursuant to Article 7 of the Note Purchase Agreement, the Collateral Representative shall withdraw amounts deposited in the Collateral Account in accordance with the terms Section 5.04(d) of the Collateral Agency Agreement. IfNote Purchase Agreement and apply them to pay, notwithstanding or reimburse the foregoingCompany and its Subsidiaries for paying, any such payment the cost of repairing, restoring or proceeds are remitted directly replacing the affected property to the Borrowerextent that the Company has certified, no less than 5 Business Days prior to the date of such withdrawal, that (i) it and its Subsidiaries intend to apply all or any portion of such amounts to pay the cost of repairing, restoring or replacing the affected property and (ii) if such property is to be replaced, the Borrower shall hold such funds property acquired to replace it will be included in trust for the Collateral Agent and shall promptly remit such payments for deposit at least to the Revenue extent that the property to be replaced was included therein; (d) Funds held in any Collateral Account may, until withdrawn, be invested and reinvested in accordance with such Temporary Cash Investments as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, the Collateral Agency Agreement. In addition to the foregoingRepresentative may select such Temporary Cash Investments. (e) If an Event of Default shall have occurred and be continuing, the Borrower agrees that if the proceeds of Collateral Representative may withdraw any Collateral hereunder (including the payments made amounts held therein and apply such amounts as provided in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerSection 9.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Notes Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall, subject to the Revenue Intercreditor Agreements, be deposited in the Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Notes Collateral Agent shall hold receive an Officer’s Certificate directing the Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agency AgreementAgent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition The Company acknowledges that for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by Neither the Borrower for and as Trustee nor the property of the Notes Collateral Agent and shall not be commingled have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis (c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Each Borrower agrees to deposit in its respective Collateral Accounts 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 Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if but not the proceeds of any Collateral hereunder (including loan to Borrower as a borrower made by any party other than Lender and permitted under the payments made terms of this Agreement), and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, in respect of the form received, except for the Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled with any other 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 Borrower shall, after allowing two Banking Days after deposit in the Collateral Accounts, deposit such funds to the Lender's Account No. 00-28-995 at Norwest Bank ▇▇▇▇▇▇▇▇▇, NA. The Lender from time to time at its discretion shall, after allowing (i) one Banking Day after direct deposit in the Lender's Account No. 00-28-995 at Norwest ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, NA, 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. (b) If a Default or Default Period exists and upon demand of the Lender, the Borrower shall establish one or more lockbox accounts as directed by the Lender with such banks or depository institutions as shall be satisfactory to the Lender and shall irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or addresses. All payments received in such lockbox accounts shall be processed to the Collateral Accounts. (c) 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.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Indenture Subordination Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall be deposited in the Collateral Account to the Revenue Account extent required by this Indenture, the Collateral Documents or the Indenture Subordination Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 6.10 and Section 11.8(a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Trustee shall hold receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.1(a) hereof, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds The Trustee shall be held have no liability for any loss incurred in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the First-Priority Collateral Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Junior First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Notes Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall, subject to the Revenue Intercreditor Agreements, be deposited in the Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First-Priority Collateral Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Junior First Lien Notes Collateral Agent shall hold receive an Officer’s Certificate directing the Junior First Lien Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Junior First Lien Notes Collateral Agency AgreementAgent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition The Company acknowledges that for so long as the Junior First Lien Notes Collateral Agent holds Cash Equivalents pending investment direction from the Company, such Cash Equivalents will be uninvested until one (1) Business Day after the Junior First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by Neither the Borrower for and as Trustee nor the property of the Junior First Lien Notes Collateral Agent and shall not be commingled have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.08(c).

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Collateral Agent shall establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent, subject to the Intercreditor Agreement. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent at one of its corporate trust offices and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent from awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit to Documents, shall be deposited in the Revenue Account Collateral Account, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (including, without limitation, Sections 3.7, 6.10 and 10.9(a)) and the Intercreditor Agreement. In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall hold receive an Officers’ Certificate identifying which Collateral Account shall receive such funds in trust for deposit and directing the Trustee and/or the Collateral Agent and shall promptly remit to make such payments for deposit to deposit. (c) Pending the Revenue Account distribution of funds in the Collateral Accounts in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees that if Company may direct the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to Trustee and/or the Collateral Agent for deposit to the Reserve Account. Until so depositedinvest such funds in Cash Equivalents specified in such direction, all such proceeds shall be held in trust investments to mature by the Borrower for times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the property of Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall not be commingled credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 10.9(c).

Collateral Accounts. The Borrower agrees and confirms that (a) Each of the Administrative Agent and the Indenture Trustee shall establish and maintain two accounts into which it shall deposit all amounts received by it in its capacity as Administrative Agent or Indenture Trustee, as the case may be (and not in any other capacity), in respect of the Shared Collateral upon an Event of Default, including all monies received on account of any sale of or other realization upon any of the Shared Collateral pursuant to the Collateral Agency Agreement, Pledge Agreement to which it has caused is a party. One of the two accounts of such person referred to in the preceding sentence shall be established at the Collateral Agent and maintained by each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account Administrative Agent and the Revenue Account, in each case in Indenture Trustee for the name benefit of the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (each a "Credit Agreement Collateral Agent Account", and (b) it has instructed (orcollectively the "Credit Agreement Collateral Accounts"), on or before and the effectiveness of each Project Document that is entered into after the date hereof, will instruct) second account shall be established and maintained by each of the other parties Administrative Agent and the Indenture Trustee for the benefit of the Senior Note Creditors (each a "Senior Note Collateral Account", and collectively, the "Senior Note Collateral Accounts", and, together with the Credit Agreement Collateral Accounts, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Administrative Agent or the Indenture Trustee, as the case may be, subject to the Project Documents terms hereof and of the Pledge Agreement to which it is a party, it being understood that all payments constituting Project Revenues due or to become due any such amounts may be released to the Borrower under or in connection with each such Project Document shall be made directly to the extent required by the applicable Pledge Agreement (any amounts so released to be released from the respective Collateral Agent for deposit to the Revenue Account Accounts pro rata in accordance with the terms aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in either Credit Agreement Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Collateral Agency Agreement. IfCompanies shall have any rights with respect to, notwithstanding and the foregoingAdministrative Agent or the Indenture Trustee, any such payment or proceeds are remitted directly to as the Borrowercase may be, shall have exclusive dominion and control over, the Borrower Collateral Accounts. (b) Except as set forth in paragraphs (d) and (g) below, all amounts that the Administrative Agent or the Indenture Trustee, as the case may be, is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall hold such funds in trust for be allocated as among, and deposited in, the applicable Credit Agreement Collateral Agent Account and shall promptly remit such payments for deposit to the Revenue applicable Senior Note Collateral Account pro rata in accordance with the aggregate amount of Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations. (c) Each of the Administrative Agent and the Indenture Trustee shall establish sub-accounts in its Credit Agreement Collateral Agency AgreementAccount with respect to each outstanding Letter of Credit. In addition to All amounts deposited in the foregoing, the Borrower agrees that if the proceeds of any Credit Agreement Collateral hereunder (including the payments made Account in respect of Letters of Credit shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Credit Agreement Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Administrative Agent shall apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrower pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated among, and deposited in, the Credit Agreement Collateral Account and the Senior Note Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations, respectively, at such time. (e) Each of the Administrative Agent and the Indenture Trustee shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses incurred by such person in administering and carrying out their respective obligations under this Agreement or the Pledge Agreements, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which such person is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as among the Credit Agreement Collateral Account (provided that the aggregate amounts deposited in the Credit Agreement Collateral Account in respect of Letters of Credit shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. Each of the Administrative Agent and the Indenture Trustee shall reimburse any Credit Agreement Party or Senior Note Creditor, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Credit Agreement Party or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Administrative Agent and the Indenture Trustee in the Collateral Accounts (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Administrative Agent or the Indenture Trustee receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) shall be received by itor other claims in respect of any indemnification or expense reimbursement obligations of any of the Companies under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Borrower shall Administrative Agent or the Indenture Trustee, as promptly as possible transfer such Proceeds applicable, shall, to the Collateral Agent for deposit extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the Reserve Account. Until event that the amount to be so deposited, applied is insufficient to pay all such proceeds shall be held Reimbursement Obligations in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrowerfull).

Collateral Accounts. The Borrower agrees Collateral Agent shall establish and confirms that maintain three accounts into which it shall (aexcept as otherwise explicitly provided in any Security Document) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) in respect of the Collateral upon an Actionable Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document and all amounts allocated from the Special Collateral Agency Account pursuant to Section 7.2; provided, however, that notwithstanding any other provision of this Agreement, it has caused to be established at if the Collateral Agent each of the Construction Account(i) shall be a Bank Creditor, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of amounts that the Collateral Agent shall receive on account of the Outstanding Credit Agreement Obligations in its capacity as a Bank Creditor, and not through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the provisions of the Credit Agreement and shall not be deposited in the Collateral Accounts and (bii) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to a Noteholder, amounts that the Collateral Agent for deposit to shall receive on account of the Revenue Account Outstanding Note Agreement Obligations in its capacity as Noteholder, and not through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the terms of the Note Agreement and shall not be deposited in the Collateral Agency AgreementAccounts. IfOne of the three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Bank Creditors in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), notwithstanding the foregoingsecond account shall be established and maintained for the benefit of the Noteholders (the "Note Agreement Collateral Account") and the third such account shall be established and maintained for the benefit of the LOC Creditors (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Note Agreement Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Security Documents, it being understood that any such payment or proceeds are remitted directly amounts may be released to any Obligor to the Borrowerextent required by any of the Security Documents (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such account pursuant to paragraph (d) below). The Obligors shall have no rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Borrower shall hold such funds in trust for Collateral Accounts. Prior to the liquidation of any Collateral by the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if allocation of the proceeds of any such Collateral hereunder (including the payments made in respect of to the Collateral Accounts) , such Collateral shall be received held by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property ratable benefit of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerParticipating Creditors.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused The Administrative Agent will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “Default Collateral Agent each Account”), into which there shall be deposited from time to time upon the occurrence and during the continuance of an Event of Default the cash proceeds of any of the Construction Account, Construction Payment Subaccount, Punchlist Retention SubaccountPledged Collateral required to be delivered to the Administrative Agent pursuant hereto. The balance from time to time in the Default Collateral Account shall constitute part of the Pledged Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Operating AccountAdministrative Agent shall remit the collected balance standing to the credit of the Default Collateral Account to or upon the order of the Obligor as the Obligor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Debt Service Reserve AccountAdministrative Agent may (and, if instructed by the Debt Service Accrual AccountRequired Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the Insurance Proceeds Account, balance from time to time standing to the Income Tax Reserve Account, credit of the Distribution Default Collateral Account and to the Revenue Account, in each case payment of the Secured Obligations in the name of manner specified in Section 5.08. The balance from time to time in the Default Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document Account shall be made directly subject to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementwithdrawal only as provided herein. In addition to the foregoing, the Borrower Obligor agrees that that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall Obligor shall, upon the request of the Administrative Agent, as promptly as possible transfer deposit such Proceeds to proceeds into the Default Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower Obligor for and as the property of the Collateral Administrative Agent and shall not be commingled with any other funds or property of the BorrowerObligor. The Default Collateral Account shall be established in the name of the Obligor, but under the exclusive dominion and control of the Administrative Agent. (b) The Administrative Agent will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “LC Collateral Account”), into which there shall be deposited from time to time amounts required to be deposited to such account pursuant to Section 2.6.13 of the Credit Agreement. The balance from time to time in the LC Collateral Account shall constitute part of the Pledged Collateral hereunder and shall be held by the Administrative Agent in the first instance for the LC Exposure under the Credit Agreement and thereafter for the payment of the Secured Obligations. The LC Collateral Account shall be established in the name of the Obligor, but under the exclusive dominion and control of the Administrative Agent. (c) The Administrative Agent will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “Disposition Proceeds Account”), into which the Obligor shall deposit the Net Cash Proceeds of Dispositions with respect to the Collateral Parties and the Subsidiaries of the Collateral Parties in excess of $100,000,000, in the aggregate, as to which a prepayment of the Loans has not yet been made in accordance with Section 3.1.2(a) of the Credit Agreement, and the Obligor agrees that, immediately upon the occurrence of a Current Disposition, which, together with all prior Dispositions, yields Net Cash Proceeds in excess of $100,000,000, in the aggregate, it shall as promptly as possible deposit such proceeds into the Disposition Proceeds Account. Such Net Cash Proceeds shall be held in the Disposition Proceeds Account pending prepayment of the Loans (and/or Cash Collateralize LC Exposure) and the termination of the Commitments or the making of investments, in each case, in accordance with Section 3.1.2(a) of the Credit Agreement. The balance from time to time in the Disposition Proceeds Account shall constitute part of the Pledged Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Disposition Proceeds Account with respect to any Current Disposition (i) to or upon the order of the Obligor to make Investments with the Net Cash Proceeds (or any portion thereof) of such Current Disposition as contemplated by Section 3.1.2(a) of the Credit Agreement or (ii) to or upon the order of the Obligor to the extent that the Net Cash Proceeds (or any portion thereof) of such Current Disposition are not required to be applied to prepayment of the Loans on the related Mandatory Prepayment Date in accordance with Section 3.1.2(d) of the Credit Agreement; provided that investment earnings on Permitted Investments credited to the Disposition Proceeds Account shall be remitted to or upon the direction of the Obligor at the request of the Obligor. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Disposition Proceeds Account (including, without limitation, investment earnings on Permitted Investments) to the payment of the Secured Obligations in the manner specified in Section 5.08. The balance from time to time in the Disposition Proceeds Account shall be subject to withdrawal only as provided herein. The Disposition Proceeds Account shall be established in the name of the Obligor, but under the exclusive dominion and control of the Administrative Agent. (d) The Obligor shall establish the Big Four Revenue Account into which cash and Permitted Investments received from the Big Four Companies shall be deposited or credited pursuant to Section 5.03(b). Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Big Four Revenue Account to or upon the order of the Obligor as the Obligor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Big Four Revenue Account to the payment of the Secured Obligations in the manner specified in Section 5.08. The balance from time to time in the Big Four Revenue Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the any amounts required to be deposited into the Big Four Revenue Account hereunder shall be received by it, the Obligor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the Big Four Revenue Account. Until so deposited, all such proceeds shall be held in trust by the Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Obligor. The Big Four Revenue Account shall be established in the name of the Obligor, but under the exclusive dominion and control of the Administrative Agent. (e) Each Collateral Account shall be a “securities account” (as defined in Section 8-501(a) of the UCC) and, to the extent that credit balances not constituting “financial assets” (as defined in Section 8-102(a)(9) of the UCC) are credited thereto, a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Upon the occurrence of an event by a Swap Provider requiring such party to post collateral as described in the Collateral Agency applicable Swap Agreement, it has caused to be established at the Collateral Agent each Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Construction AccountSupplemental Interest Trust, Construction Payment Subaccountseparate, Punchlist Retention Subaccountsegregated trust accounts (the “Collateral Accounts”) titled, the Operating Account“▇▇▇▇▇ Fargo Bank, the Debt Service Reserve AccountN.A. as Securities Administrator, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4, Mortgage Pass-Through Floor Collateral Agent Account”, “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4, Mortgage Pass-Through Certificate Swap Collateral Account” , “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4 Mortgage Pass-Through Class I-A-1B Swap Collateral Account” and shall promptly remit such payments “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for deposit to the Revenue Account in accordance with the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4 Mortgage Pass-Through Class A-2A Swap Collateral Agency AgreementAccount”, respectively. In addition to the foregoing, the Borrower agrees that if the proceeds of any The Collateral hereunder (including the payments made in respect of the Collateral Accounts) Accounts shall be received by itEligible Direct Support Accounts, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for and funds on deposit to the Reserve Account. Until so deposited, all such proceeds therein shall be held in trust by the Borrower for separate and as the property of the Collateral Agent apart from, and shall not be commingled with with, any other funds or property monies, including, without limitation, other monies of the BorrowerSecurities Administrator held pursuant to this Agreement. (b) Funds required to be held pursuant to the Credit Support Annex shall be deposited into the respective Collateral Accounts. Funds posted by any Derivative Provider (or its credit support provider) in the related Collateral Account shall be invested in Eligible Investments as directed by the related Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to such Derivative Provider pursuant to the terms of the related Credit Support Annex. The Securities Administrator shall not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Derivative Payments owed by a Derivative Provider as a result of its failure to make payments pursuant to the related Derivative Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the related Derivative Account and distributed as all or a portion of such Derivative Amount pursuant to Section 4.1(a)(vi) through (viii), as applicable. Any amounts on deposit in the Collateral Accounts required to be returned to such Derivative Provider (or its credit support provider) as a result of the termination of the related Derivative Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the related Derivative Agreement, shall be released directly to such Derivative Provider pursuant to the terms of the related Credit Support Annex. (c) Upon the termination of the Trust Fund, any amounts remaining in the Collateral Accounts shall be distributed by the Securities Administrator as required pursuant to the terms of the Credit Support Annex.

Collateral Accounts. The Borrower agrees and confirms that (a) Promptly after the Collateral Agent determines that any Net Cash Proceeds of any Asset Sale (other than in connection with the Kingfish Transaction) of the Borrower or a Restricted Subsidiary or that any Casualty Proceeds with respect to property of the Borrower or a Restricted Subsidiary are to be deposited pursuant to Section 2.11(a) of the Credit Agreement, the Collateral Agent shall establish an account (such Lien Grantor's "Reduction Event Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all Net Cash Proceeds with respect to Asset Sales (other than in connection with the Kingfish Transaction) of such Lien Grantor and all Casualty Proceeds with respect to property of such Lien Grantor shall be deposited from time to time. (b) So long as no Enforcement Notice is in effect, Net Cash Proceeds or Casualty Proceeds, as the case may be, to be released from a Reduction Event Account pursuant to either clause (A) or (C) of Section 2.11(a) of the Credit Agreement shall be released by the Collateral Agent to the relevant Lien Grantor at such times and in such amounts as such Lien Grantor shall request in accordance with the provisions of clause (A) or (C), as the case may be, of Section 2.11(a) of the Credit Agreement. Any such request shall be accompanied by a certificate of a Financial Officer describing in reasonable detail the purpose for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Lien Grantor is obligated or otherwise committed to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant assets is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Lien Grantor's Reduction Event Account is not sufficient to make any such distribution to it, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in such Reduction Event Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (c) So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to (i) the Administrative Agent, at its request from time to time, the amounts on deposit in the Reduction Event Account which are required to be applied to prepay Loans, (ii) the Borrower, at its request, an amount on deposit in the Reduction Event Account equal to the amount by which the Borrower, concurrently with such distribution, permanently reduces Commitments, (iii) the Senior Secured Collateral Agent, the amounts on deposit in the Reduction Event Account which are required to be applied to prepay loans under the Senior Secured Credit Agreement and (iv) the Borrower, at its request, the amounts remaining in deposit in the Reduction Event Account, in each case, in accordance with clause (B) of Section 2.11(a) of the Credit Agreement. (d) Promptly after the Collateral Agent determines that any cash proceeds of any Lien Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance shall establish an account with respect to such Lien Grantor (such Lien Grantor's "Collateral Proceeds Account") with the Administrative Agent, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name and under the exclusive control of the Collateral Agent, into which all such cash proceeds of such Lien Grantor's Collateral shall be deposited from time to time (unless required to be deposited in another Collateral Account). This subsection (d) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account. (e) Promptly after the Collateral Agent determines that any cash collateral is to be deposited pursuant to Section 2.11(e) of the Credit Agreement or to secure LC Reimbursement Obligations pursuant to Section 8.04 of the Credit Agreement, the Collateral Agent shall establish a cash collateral account (the "LC Collateral Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all cash collateral deposited pursuant to said Section 2.11(e) or Section 8.04 shall be deposited. If and when any LC Issuing Bank pays a draft drawn under any outstanding Letter of Credit on which any deposit in the LC Collateral Account was based, the amount so paid by it (but not more than the amount in the LC Collateral Account at the time) shall, promptly after such LC Issuing Bank notifies the Collateral Agent of such payment, be withdrawn by the Collateral Agent from the LC Collateral Account and paid to the relevant Issuing Bank or the Lenders, as appropriate. If at any time the amount in the LC Collateral Account exceeds the aggregate amount then required to pay all unreimbursed drawings under, and to cover all possible subsequent drawings under, all outstanding Letters of Credit on which any deposits in the LC Collateral Account were based, the excess amount shall, so long as no Enforcement Notice is in effect, be withdrawn by the Collateral Agent and paid to the Borrower. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution referred to in this subsection (e), the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the LC Collateral Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (f) Amounts on deposit in any Collateral Account shall be invested and re-invested from time to time in such Liquid Investments as the relevant Lien Grantor shall determine. Any income received with respect to the balance from time to time standing to the credit of any Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in such Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in any Collateral Account together with any Liquid Investments from time to time made pursuant to this subsection (f) shall vest in the Collateral Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of its Secured Obligations until applied thereto as provided in Section 15. If an Enforcement Notice is in effect, any amounts held in any Collateral Account shall be retained in such Collateral Account and, if and when requested by the Administrative Agent, shall be withdrawn by the Collateral Agent and applied in the manner specified in Section 15. (g) For purposes hereof, "Liquid Investments" means any Temporary Cash Investment that (i) matures within 30 days after it is acquired by or for the account of the Collateral Agent and (bii) it has instructed (orin order to provide the Collateral Agent, on or before for the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each benefit of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection Secured Parties, with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. Ifa perfected security interest therein, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.either:

Collateral Accounts. The Borrower agrees Party B, from time to time, shall instruct the Custodian by any of the means mutually agreed to between Party B and confirms that the Custodian (awhich shall constitute “Proper Instructions” under the Custodian Agreement), to segregate certain U.S. cash, U.S. Government securities, or other U.S. securities to the extent acceptable to all parties hereto (but excluding securities for which reimbursement has not been received by the Custodian for the account of Party B) (“Collateral”) which are pledged to Party A pursuant to the Master Agreement. Such Collateral Agency Agreement(other than cash Collateral) shall be identified and segregated on the Custodian’s books and records under the name “BNP Paribas as secured party of Nexpoint Capital, it has caused to be established at Inc.” (the “Securities Account”). The Custodian shall hold such Collateral Agent each as financial assets under Article 8 of the Construction Uniform Commercial Code, as in effect from time to time in The Commonwealth of Massachusetts (the “UCC”). The Custodian shall identify and segregate in a separate deposit account (as defined in Section 9-102 of the UCC) any cash Collateral and hold it under the name “BNP Paribas as secured party of Nexpoint Capital, Inc.” (the “Deposit Account” and, Construction Payment Subaccount, Punchlist Retention Subaccount, together with the Operating Securities Account, the Debt Service Reserve Account, “Collateral Accounts”). The Custodian shall have no responsibility for determining the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds adequacy of any Collateral required hereunder (including or under the payments made Master Agreement, nor will it assume responsibility for any calculations related to any Collateral requirements under the Master Agreement. The Custodian may, in respect of its discretion, choose not to act upon instructions from Party B to segregate Collateral in the Collateral Accounts) shall be received by itAccounts if the instruction would in the Custodian’s sole judgment, after taking into account the Borrower shall as promptly as possible transfer such Proceeds subordination in Section 10(c), result in any remaining assets in the custodial account being inadequate to cover any obligations of Party B to the Collateral Agent for deposit Custodian. For the avoidance of doubt, nothing in this Section 1 shall relieve Party B from satisfying its collateral posting obligations pursuant to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerMaster Agreement.

Collateral Accounts. The Each Borrower agrees and confirms that (a) pursuant or Lessor, as the context may require, shall establish prior to the Collateral Agency Agreement, it has caused to be established relevant Drawdown Date at the Security Trustee an account (each a “Collateral Agent each of Account” and together the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case “Collateral Accounts”) in the name of and under the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each control of the Security Trustee, into which all Basic Rent, Return Compensation Payments and any Event of Loss proceeds, and any other parties amounts payable by the relevant Lessee to such Mortgagor under the Project Documents that relevant Lease (including proceeds of insurance but excluding any Excluded Payment, any maintenance reserves or supplemental rent payable under such Lease and any security deposit payable under such Lease), and all payments constituting Project Revenues due or to become due to the Borrower under or amounts payable in connection with each such Project Document the Loan related to the related Aircraft under the Loan Operative Documents, including without limitation any amounts payable to the relevant Borrower under a Swap Agreement with respect thereto, shall be made directly deposited into the relevant Collateral Account. The balance from time to time in the Collateral Agent for deposit to Accounts shall be under the Revenue Account in accordance with the terms control of the Collateral Agency AgreementSecurity Trustee and shall constitute part of the Mortgaged Property hereunder and shall not constitute payment of the Secured Obligations until applied as herein provided and shall be subject to withdrawal only as provided herein. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for All amounts deposited into the Collateral Agent and Accounts shall promptly remit such payments for deposit be applied in the manner set forth in Section 3.01 (subject to Section 3.02 or 3.03, as the Revenue Account in accordance with the Collateral Agency Agreementcase may be). In addition Subject to the foregoing, the Borrower relevant Mortgagor and the Security Trustee hereby irrevocably instruct Wilmington Trust Company to apply amounts on deposit in the Collateral Accounts in the manner set forth in Section 3.01, 3.02 or 3.03, as the case may be. Such Mortgagor and the Security Trustee agree that any amounts received into the relevant Collateral Account and not immediately applied pursuant to Section 3.01 or 3.02 may be invested from time to time in Agreed Investments unless otherwise instructed by the relevant Mortgagor, or, following the occurrence of a Default or an Event of Default which is continuing, the Required Participants, and that any income earned or losses incurred on such investments will be for the account of the relevant Mortgagor (where funds credited to such Collateral Account are invested). For the avoidance of doubt, the Mortgagee and each Mortgagor agrees that if any maintenance reserves or supplemental rent payable under a Lease and any security deposit payable under a Lease that is deposited in a Collateral Account may be paid to the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, relevant Mortgagor or the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerParent.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Maintain a Designated Deposit Account with SVB. In addition, maintain all of its and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds or investments (including without limitation any Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account Accounts) with SVB and the Revenue Account, in each case in the name of the Collateral Agent and SVB’s Affiliates. (b) it has instructed Without limitation on Section 6.6(a) above, (ori) provide Lenders five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than SVB or its Affiliates, on and (ii) for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or before the effectiveness of each Project Document that financial institution (other than SVB) at or with which any Collateral Account is entered into after the date hereof, will instruct) each of the maintained to execute and deliver a Control Agreement or other parties appropriate instrument with respect to the Project Documents that all payments constituting Project Revenues due or such Collateral Account to become due to the Borrower under or perfect Lenders’ Lien in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly Lenders. (c) Notwithstanding anything to the contrary in this Section 6.6, (i) subsections “a” and “b” above shall not apply to (y) such accounts of Borrower’s Subsidiary EnteroMedics Europe Sárl maintained in Switzerland or (z) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Lenders by Borrower as such, and (ii) Borrower shall hold such have until the expiration of 90 days following the Effective Date to close or move to SVB or SVB’s Affiliates its and all of its Subsidiaries’ operating and other deposit accounts, securities accounts, and any other accounts at which Borrower or its Subsidiaries maintain funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder or investments (including the payments made in respect of the without limitation any Collateral Accounts) shall be received by itmaintained other than at SVB or SVB’s Affiliates, the and during such period Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled required to provide a Control Agreement with any other funds respect to such accounts, provided that Borrower agrees never to have more than an aggregate of $6,000,000 (money and market value of securities, commodities or property of the Borrowerlike, as applicable) in such accounts.

Collateral Accounts. i) The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each shall establish and maintain for the benefit of the Construction Secured Parties one or more accounts (each a “Collateral Account”), Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after prior to the date hereof, will instruct) each of termination of the other parties Master Exchange Agreement pursuant to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerSection 7.01(b) thereof, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property joint name of the Collateral Agent and the Intermediary, that shall be administered and operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of each Secured Party as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the Intermediary shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. (a) The Servicer and each Grantor shall cause: (i) all amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the Vehicles, other than Excluded Payments and Permitted Check Payments, to be deposited directly into a Collateral Account by the Manufacturers and the related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(d) of the Purchase Agreement and such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be commingled required to be deposited in a Collateral Account; (ii) all amounts representing the proceeds from sales of Vehicles to third parties, other than the Manufacturers or their related auction dealers, and all amounts received by the Servicer in the form of Permitted Check Payments to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; (iii) all insurance proceeds and warranty payments in respect of the Vehicles, other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; provided, however, that unless an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the Vehicles shall not be required to be deposited in a Collateral Account; (iv) all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement to be deposited directly into a Collateral Account by the Nominee; (v) all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement to be deposited directly into a Collateral Account by the Hertz Nominee; (vi) all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement to be deposited directly into a Collateral Account by the HFC Nominee; and (vii) all other Proceeds of the Vehicle Collateral, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer. In addition, any Grantor receiving any Proceeds of the Vehicle Collateral directly shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (ii), (iii) or (vii) of this Section 2.5(b) and determines that such amount is Proceeds of the HVF Collateral or Proceeds of the HGI Collateral before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.5(b), the Servicer shall deposit such amount directly into the Collection Account or an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HVF Vehicle Collateral or deposit such amount directly into the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HGI Collateral. (b) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than seven Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the HVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of the HGI Vehicle Collateral. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in either the Collection Account or, in the case of Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HVF Collateral and withdraw from the applicable Collateral Account and deposit in either the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HGI Collateral. Upon receipt by a Responsible Officer of the Collateral Agent from a Manufacturer of any information pertaining to payments made by such Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, the Collateral Agent shall provide such information to the Servicer. (c) If at any time the Servicer or any Secured Party shall receive any funds to which it is not entitled pursuant to the provisions of this Agreement, the Collateral Agent, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or property as such Person directs or as otherwise provided in the Related Documents. (d) The Servicer may instruct in writing the Collateral Agent to invest funds on deposit in a Collateral Accounts in Permitted Investments. If the Collateral Agent does not receive instructions from the Servicer prior to 11:00 a.m., New York City time, on any day as to the distribution or investment of any funds on deposit in a Collateral Account then the BorrowerCollateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by the Servicer to the Collateral Agent. All investments of funds on deposit in any Collateral Account shall be redeemable or mature on the next Business Day. The Collateral Agent shall not be responsible for any losses incurred on any investments made pursuant to this Section 2.5(e). All investment earnings (net of losses and investment expenses) shall be payable to the Servicer on each Payment Date.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Accountis hereby authorized to establish and maintain at its office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Construction Payment Subaccount▇▇▇ ▇▇▇▇, Punchlist Retention Subaccount▇▇▇ ▇▇▇▇, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent Agent, one, a restricted deposit account designated as "OI Grantor Collateral Account" and (b) it has instructed (orthe second, on or before a restricted deposit account designated "OI L/C Collateral Account". The "OI Grantor Collateral Account" is referred to herein as the effectiveness of each Project Document that "General Collateral Account", the "OI L/C Collateral Account" is entered into after referred to herein as the date hereof"L/C Collateral Account" and the General Collateral Account and the L/C Collateral Account, will instruct) each of collectively, are referred to herein as the other parties to "Collateral Accounts". All amounts at any time held in the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document Collateral Accounts shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received beneficially owned by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds Grantors but shall be held in trust by the Borrower name of Collateral Agent hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the property Intercreditor Agreement and, in the case of amounts deposited therein pursuant to Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 5.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicable, with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstanding, the Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or Governmental Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Accounts shall be made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be commingled with any other funds or property invested by Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the BorrowerBoard of Governors of the Federal Reserve System, any cash held in the Collateral Accounts shall bear interest at the standard rate paid by Collateral Agent to its customers for deposits of like amounts and terms. Subject to Collateral Agent's rights hereunder, any interest earned on deposits of cash in the Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.

Collateral Accounts. The Borrower agrees shall, and confirms shall cause each Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that (a) pursuant any Borrower or Secured Guarantor at any time maintains, Borrower shall, and shall cause each Borrower or Secured Guarantor to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to the execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Agency Agreement, it has caused Account to be established at the perfect Agent’s Lien in such Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Credit Party’s employees and identified to Agent by Borrower as such; provided, however, that at all times Borrower and each Secured Guarantor shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account, (ii) the Lease Letter of Credit, and (iii) the LC Collateral Agency Account. Borrower shall, and shall cause (x) each Credit Party (other than the Securities Subsidiary so long as, after February 26, 2016, it continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1) to maintain all its Deposit Accounts, primary Securities Accounts and other transaction accounts with Square 1 and its Affiliates, or, in the case of Securities Accounts, with other depository institutions constituting securities intermediaries where Square 1 or its Affiliates are providing investment advisory services with respect to the assets held in such Securities Accounts and (y) the Securities Subsidiary (at any time it is not required pursuant to clause (x) above to maintain its accounts with Square 1 and its Affiliates ) to maintain its assets in depository and securities accounts that permit daily monitoring by Agent and any Lender, to the extent such monitoring is permitted by the financial institutions at which such accounts are held and, if such daily monitoring is not available, to provide to Agent or any Lender promptly (and in any event within one (1) Business Day) upon request, a report of cash and securities balances in form and substance reasonably satisfactory to Agent or such Lender for any such accounts owned by the Securities Subsidiary. Borrower and the Secured Guarantor shall at all times maintain in one or more Collateral Accounts, each subject to a Control Agreement, an amount of cash and/or cash equivalents equal to or greater than the lesser of (i) the sum of (A) the outstanding principal amount of the Obligations plus (B) five percent (5%) of the outstanding principal amount of the Obligations, or (ii) the difference of (A) the amount of any and all cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis and (B) $5,000. IfFor the avoidance of doubt, notwithstanding no Collateral Account shall be subject to a Lien in favor of Agent pursuant to the Financing Documents unless otherwise required pursuant to Section 6.8 of this Agreement.” (e) Section 6.8 of the Credit Agreement is hereby amended by the addition of the following new sentence at the end of such section: “Notwithstanding the foregoing, so long as the Securities Subsidiary (i) promptly (and in any such payment or proceeds are remitted directly event by not later than December 31, 2015) after the Second Amendment Effective Date applies to the BorrowerMassachusetts Department of Revenue for qualification as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1, (ii) receives approval by not later than February 26, 2016, and (iii) continues to qualify as a “Security Corporation”, such Securities Subsidiary shall not be subject to the Borrower shall hold such funds in trust Joinder Requirements; provided, that, for the Collateral Agent avoidance of doubt, (i) if at any time the Securities Subsidiary is denied approval as a “Security Corporation,” or there is a determination by and notice from the Massachusetts Department of Revenue that the Securities Subsidiary ceases to qualify as “Security Corporation” after receipt of approval, it shall promptly (and in any event within ten (10) Business Days) become subject to the Joinder Requirements and shall promptly remit execute and deliver the required items, (ii) Borrower shall not be permitted to make any Investment in such payments for deposit Securities Subsidiary other than pursuant to clause (j) of the Revenue Account definition of Permitted Investments and (iii) the Securities Subsidiary shall be subject to a pledge by Borrower of 100% of the Securities Subsidiary’s equity interests pursuant to a pledge agreement in accordance with the Collateral Agency Agreementform and substance satisfactory to Agent. In addition to furtherance of the foregoing, Borrower shall provide written notice to Agent and Lenders if, at any time, the Borrower agrees Securities Subsidiary receives written notice or otherwise determines or becomes aware that if the proceeds it is denied approval or ceases to qualify as a “Security Corporation” by not later than two (2) Business Days after receipt of any Collateral hereunder such notice or such date of determination.” (including the payments made in respect f) Section 7.3 of the Collateral Accounts) shall be received Credit Agreement is hereby amended by it, deleting it in its entirety and substituting in lieu thereof the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.following revised Section 7.3:

Collateral Accounts. (i) The Borrower agrees shall establish and confirms that (a) pursuant at all times maintain the Secured Account with a financial institution satisfactory to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before shall ensure that the effectiveness of each Project Document that Secured Account and all funds credited thereto is entered into after the date hereof, will instruct) each at all times subject to a perfected first priority lien in favor of the Collateral Agent; and (ii) RevenueCo shall, upon joining this Agreement as a Loan Party, establish and at all times maintain the RevenueCo Collateral Account and shall ensure that the RevenueCo Collateral Account and all funds credited thereto is at all times subject to a perfected first priority lien in favor of the Collateral Agent. (i) The Borrower shall cause all proceeds from Dispositions, cash dividends, distributions or other parties payments (other than payments pursuant to the Project Documents that Spectrum Usage Agreement and the Revenue Sharing Agreements) to be paid directly into the Secured Account; and (ii) RevenueCo shall cause all proceeds from Dispositions, cash dividends, distributions or other payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit pursuant to the Revenue Sharing Agreements to be paid directly into the RevenueCo Collateral Account. Amounts will be disbursed from the RevenueCo Collateral Account in accordance with the terms Revenue Sharing Agreements, or, during the continuance of an Event of Default, as otherwise directed by the Collateral Agency Agreement. Administrative Agent. (c) If, notwithstanding the foregoing, any amount required to be deposited in a Collateral Account is otherwise received by any Loan Party or any Affiliate of a Loan Party, such payment Loan Party or proceeds are remitted directly Affiliate shall hold such amount in trust for the Lenders, and the applicable Loan Party shall cause such amount to be promptly deposited in the applicable Collateral Account. (d) In the case of any Collateral Account maintained by or at any bank other than the Administrative Agent, the Loan Parties agree to use their commercially reasonable efforts to provide the Administrative Agent with electronic access (“Electronic Access”) to such Collateral Account. The Loan Parties consent to any such Electronic Access. (e) Subject to Section 9.02(a), all amounts in each of the Secured Account and the RevenueCo Collateral Account shall be disbursed in the following order of priority (the “Disbursement Waterfall”), upon request of the Borrower with the consent of the Administrative Agent (acting reasonably) from time to time or, during the continuation of an Event of Default, as otherwise directed by the Administrative Agent: (i) first, to pay any fees, expenses, indemnities and other reimbursable amounts (including fees, charges and disbursements of counsel) then due and owing to the Agents; (ii) second, to pay any fees, expenses, indemnities and other reimbursable amounts (including fees, charges and disbursements of counsel) then due and owing to the Lenders; (iii) third, to the extent due and owing and requested in writing by the Borrower, to pay operating expenses (including taxes) of the Borrower inclusive of allocable expense, if any, in an amount not exceeding $100,000 or such greater amount as the Lenders may agree to in their reasonable discretion for any calendar year provided that, notwithstanding anything herein to the contrary, the Borrower shall hold be permitted to pay any withholding taxes as required by law; (iv) fourth, without duplication of amounts set forth herein that are calculated net of Taxes, if the Borrower is a partnership or disregarded entity for U.S. federal income tax purposes, to make distributions to pay Taxes payable by the equity owners of the Borrower in respect of the taxable income of the Borrower (for these purposes, taking into account any applicable limitations on deductions), assuming that such funds equity owners are subject to tax at an effective rate equal to the highest combined marginal effective rate of U.S. federal, state and local income tax applicable to an individual resident in trust New York, New York; for the Collateral Agent and avoidance of doubt, the amount permitted to be distributed pursuant to clause (iv) for a taxable year shall promptly remit such payments for deposit be determined after taking into account any credit that would be available to the equity owners of the Borrower under Section 1462 of the Code (based on the assumptions set forth in clause (iv)); provided that such credits shall be applied solely to reduce the amount otherwise distributable in respect of the direct or indirect owner to which the corresponding withholding tax was applied; (v) fifth, to pay in cash interest that is then due and owing with respect to the Advances; (vi) sixth to make mandatory prepayments of the Advances then due and outstanding (if any), including, if required, pursuant to Section 2.06 (after giving effect to clauses (i) through (v) above); and (vii) seventh, to the Borrower and its designees, subject to Section 6.05 and; provided that no Pending Net Revenue Account Share Payment shall be distributed to the Borrower and its designees until the applicable SpectrumCo Net Revenue Share Amount (as defined in the SpectrumCo-Ligado Collaboration Agreement) has been (i) finally determined in accordance Section 8.3 of the SpectrumCo-Ligado Collaboration Agreement and (ii) paid to Ligado in accordance with the Collateral Agency SpectrumCo-Ligado Collaboration Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Securities and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of received pursuant to the Construction AccountCollateral Documents, Construction Payment Subaccount, Punchlist Retention Subaccount, shall be deposited in the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue First Priority Collateral Account, in each the case of proceeds from First Priority Collateral, or in the name Second Priority Collateral Account, in the case of the Collateral Agent proceeds from Second Priority Collateral, and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document thereafter shall be made directly to held, applied and/or disbursed by the Collateral Agent for deposit to the Revenue Account Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall hold receive an Officers’ Certificate identifying which Collateral Account shall receive such funds in trust for deposit and directing the Trustee and/or the Collateral Agent and shall promptly remit to make such payments for deposit to deposit. (c) Pending the Revenue distribution of funds in the Collateral Account in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder, such direction to certify that if such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. Provided that no Event of Default shall have occurred and be continuing, the proceeds Company may direct the Trustee to sell, liquidate or cause the redemption of any Collateral hereunder (including the payments made such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds The Trustee shall be held have no liability for any loss incurred in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (a) If and when required for purposes hereof, the Collateral Representative will establish with respect to each Lien Grantor an account (its "Collateral Account"), in the name and under the exclusive control of the Collateral Representative, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Note Documents shall be deposited from time to time. Each Cash Collateral Agency Agreement, it has caused to Account will be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, operated as provided in each case in the name of the Collateral Agent and this Section. (b) it has instructed The Collateral Representative shall deposit the following amounts, as and when received by it, in the Collateral Account of the applicable Lien Grantor: (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instructi) each amount required by the Note Documents to be deposited therein, including, without limitation, all proceeds specified in Section 5.04(d) of the other parties to the Project Documents that all payments constituting Project Revenues due Note Purchase Agreement; and (ii) each amount realized or to become due to the Borrower under or in connection with each such Project Document shall be made directly to otherwise received by the Collateral Agent for deposit Representative with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (c) Unless (x) an Event of Default shall have occurred and be continuing and the Revenue Required Holders shall have instructed the Collateral Representative to stop withdrawing amounts from the Collateral Account pursuant to this subsection or (y) the maturity of the Notes shall have been accelerated pursuant to Article 7 of the Note Purchase Agreement, the Collateral Representative shall withdraw amounts deposited in the Collateral Account in accordance with the terms Section 5.04(d) of the Collateral Agency Agreement. IfNote Purchase Agreement and apply them to pay, notwithstanding or reimburse the foregoingCompany and its Subsidiaries for paying, any such payment the cost of repairing, restoring or proceeds are remitted directly replacing the affected property to the Borrowerextent that the Company has certified, no less than 5 Business Days prior to the date of such withdrawal, that (i) it and its Subsidiaries intend to apply all or any portion of such amounts to pay the cost of repairing, restoring or replacing the affected property and (ii) if such property is to be replaced, the Borrower shall hold such funds property acquired to replace it will be included in trust for the Collateral Agent and shall promptly remit such payments for deposit at least to the Revenue extent that the property to be replaced was included therein; (d) Funds held in any Collateral Account may, until withdrawn, be invested and reinvested in accordance with such Temporary Cash Investments as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, the Collateral Agency Agreement. In addition to the foregoingRepresentative may select such Temporary Cash Investments. (e) If an Event of Default shall have occurred and be continuing, the Borrower agrees that if the proceeds of Collateral Representative may withdraw any Collateral hereunder (including the payments made amounts held therein and apply such amounts as provided in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerSection 9.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Collateral Agent shall establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent at one of its corporate trust offices (which may include the Corporate Trust Office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent from Asset Dispositions of First-Priority Collateral, Recovery Events, foreclosures of or sales of First-Priority Collateral, Net Insurance Proceeds and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit to Documents, shall be deposited in the Revenue Account Collateral Account, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (including, without limitation, Sections 3.8, 6.10 and 11.8(a). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall hold receive an Officers’ Certificate identifying which Collateral Account shall receive such funds in trust for deposit and directing the Trustee and/or the Collateral Agent and shall promptly remit to make such payments for deposit to deposit. (c) Pending the Revenue Account distribution of funds in the Collateral Accounts in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees that if Company may direct the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to Trustee and/or the Collateral Agent for deposit to the Reserve Account. Until so depositedinvest such funds in Cash Equivalents specified in such direction, all such proceeds shall be held in trust investments to mature by the Borrower for times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the property of Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall not be commingled credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. Each of Opinion Research Corporation, Macro International Inc. and ORC ProTel, Inc. shall establish a separate collateral account with the Agent (collectively, the “Collateral Accounts”). Each Borrower shall deposit or cause to be deposited into a collateral account designated for such Borrower on Schedule C hereto (or as otherwise designated by the Agent), all checks, drafts, cash and other remittances received by the Borrowers, and shall deposit such items for credit to the applicable Collateral Accounts within one (1) Business Day of the receipt thereof and in precisely the form received. Pending such deposit, the Borrowers will not commingle any such items of payment with any of their other funds or property, but will hold them separate and apart. The Borrower agrees Borrowers hereby covenant and confirms agree that (a) pursuant the Collateral Accounts shall secure the Obligations and hereby grants, assigns and transfers to or at the direction of the Agent, for the benefit of the Lenders ratably, a continuing security interest in all of the Borrowers’ right, title and interest in and to the Collateral Agency AgreementAccounts, it has caused whenever created or established. Subject to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of this Agreement or any other Loan Document, the Agent may apply funds in the Collateral Agency Agreement. IfAccounts to any of the Obligations, notwithstanding the foregoingincluding, without limitation, any such payment principal, interest or proceeds are remitted directly other payment(s) not made when due, whether arising under this Loan Agreement and/or any other Loan Document, or any other Obligation of the Borrowers, without notice to the BorrowerBorrowers, without regard to the origin of the deposits in the account, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect beneficial ownership of the Collateral Accountsfunds therein or whether such Obligations are owed jointly with another or severally; the order and method of such application to be in the sole discretion of the Agent. The Agent’s right to deduct sums due under the Loan Documents from the Borrowers’ account(s) shall be received by it, not relieve the Borrower shall as promptly as possible transfer such Proceeds Borrowers from their obligation to the Collateral Agent for deposit to the Reserve Account. Until so deposited, make all such proceeds shall be held in trust payments required by the Borrower for Loan Documents as and as when required by the property of Loan Documents, and the Collateral Agent and shall not be commingled with have any other funds obligation to make any such deductions or property of the Borrowerany liability whatsoever for any failure to do so.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account shall establish and the Revenue Account, maintain at its principal banking office in each case New York City four accounts into which it shall (except as otherwise explicitly provided in the name of the any Support Document) deposit all amounts received by it in its capacity as Collateral Agent (and (bnot in any other capacity) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be or pursuant to enforcement of the Guarantee Agreement upon an Actionable Default, including all monies received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property on account of any sale of or other realization upon any of the Collateral Agent pursuant to any Security Document; PROVIDED, HOWEVER, that notwithstanding any other provision of this Agreement, amounts that Chase shall receive on account of the Outstanding Credit Agreement Obligations in its capacity as Agent, and not through enforcement of the Guarantee Agreement upon an Actionable Default or through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the provisions of the Credit Agreement and shall not be commingled deposited in the Collateral Accounts. One of the four accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Credit Agreement Creditors in respect of the Outstanding Revolving Credit Facility Obligations (the "REVOLVING CREDIT FACILITY COLLATERAL ACCOUNT"), the second shall be established and maintained for the benefit of the Credit Agreement Creditors in respect of the Outstanding Term Facility Obligations (the "TERM FACILITY COLLATERAL ACCOUNT"), the third account shall be established and maintained for the benefit of the Tranche A Exchange Note Purchasers (the "TRANCHE A EXCHANGE NOTE PURCHASE AGREEMENT COLLATERAL ACCOUNT") and the fourth shall be established and maintained for the benefit of the LOC Creditors (the "LETTER OF CREDIT COLLATERAL ACCOUNT" and, together with the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account, the "COLLATERAL ACCOUNTS"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Support Documents, it being understood that any such amounts may be released to the Company to the extent required by any of the Security Documents (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; PROVIDED, HOWEVER, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). The Company, TA, National and TAFSI shall have no rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. (b) Except as set forth in paragraphs (d), (g) and (h) below, and subject to the provisions of paragraph (h) below, all amounts that the Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of Outstanding Revolving Credit Facility Obligations, Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such time. (c) The Collateral Agent shall establish sub-accounts in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account shall be allocated between, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded LOC Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Letter of Credit Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall, upon the written request of the Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such LC Disbursement as if such reimbursement were being made by the Company pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded LOC Exposure thereunder (other than as a result of an LC Disbursement), the amount of funds or property in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded LOC Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of the BorrowerOutstanding Revolving Credit Facility Obligations, Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the out-of-pocket costs and expenses (including reasonable attorney fees and disbursements) incurred by the Collateral Agent in administering and carrying out its obligations under this Agreement or any of the Support Documents, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts which have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; PROVIDED, HOWEVER, that any such application shall be allocated as between the Revolving Credit Facility Collateral Account, Term Facility Collateral Account, the Letter of Credit Collateral Account (provided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Tranche A Exchange Note Purchase Agreement Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Tranche A Exchange Note Purchaser, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(e) by such Credit Agreement Creditor or Tranche A Exchange Note Purchaser by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of the Company, TA, National or TAFSI under any of the Credit Transaction Documents (collectively, "REIMBURSEMENT OBLIGATIONS"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); PROVIDED, HOWEVER, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Participating Creditors (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not exceed $4,000,000. (i) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts in respect of any Mortgaged Property and the related Mortgage omits as a secured obligation the Outstanding Revolving Credit Facility Obligations (including Letters of Credit) (each such Mortgage being a "PARTIAL MORTGAGE"), then, (A) all such amounts that the Collateral Agent is required to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Term Facility Obligations and the Outstanding Tranche A Exchange Note Purchase Agreement Obligations and (B) none of the amounts so deposited in the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account shall be deposited in the Revolving Credit Facility Collateral Account or the Letter of Credit Collateral Account pursuant to Section 4.02(b) or 4.02(c), respectively.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Each Borrower will irrevocably direct all present and future Account Debtors and other Persons obligated to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all make payments constituting Project Revenues due or Collateral to become due to the Borrower under or in connection with each make such Project Document shall be made payments directly to the Collateral Agent for deposit Account until such time as the Obligations are paid in full and this Agreement has been irrevocably termintaed. All of Borrowers' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Borrowers or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Revenue Collateral Account in accordance with and shall include the terms of address for the Collateral Agency AgreementAccount. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly instructions to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such Account Debtors to make payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for Account, any Borrower receives any payments, such Borrower shall deposit to such payments into the Reserve Collateral Account. Until so deposited, such Borrower shall hold all such proceeds shall be held payments in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled commingle such payments with any of its other funds or property property. Commencing one hundred and twenty (120) days after the Closing Date, to the extent any Account Debtor does not make a payment directly to the Collateral Account, Borrowers shall pay Lender a fee equal to five percent (5%) of the amount of such payment not so remitted to the Collateral Account with a minimum fee of $25 per payment. (b) All deposits in the Collateral Account shall constitute Proceeds. The proceeds shall be applied to the Loans at such times as set forth in Paragraph 9(b) hereof, Lender from time to time at may apply deposited funds in the Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to Lender. In the absence of an Event of Default, payments shall be applied to amounts then due and payable in the following order: (1) to fees and expenses reimbursable hereunder; (2) to interest on the Loans; (3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Section 19, ratably to the aggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (4) to all other Obligations. (c) All items deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, Borrowers will immediately pay Lender, or, for items deposited in the Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to Borrowers' commercial account or other account at such bank. Borrowers shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by Borrower. (d) All amounts in the Collateral Account in excess of the then existing Obligations shall be remitted to Borrowers within three (3) Business Days of such amounts becoming good funds.

Collateral Accounts. The Borrower agrees Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and confirms that to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. The Trustee shall, as promptly as reasonably practicable after the Issue Date, establish the First Priority Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The First Priority Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (awhich may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Sales of First Priority Collateral, Recovery Events involving First Priority Collateral, foreclosures of or sales of the First Priority Collateral, issuances of Additional Notes (up to 95% of such proceeds) and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to shall be established at deposited in the First Priority Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document thereafter shall be made directly to held, applied and/or disbursed by the Collateral Agent for deposit to the Revenue Account Trustee in accordance with the terms of this Indenture. All such proceeds and other awards received pursuant to the Collateral Agency Documents from Second Priority Collateral shall be deposited in the Second Priority Collateral Account and applied, in each case, as provided by the Intercreditor Agreement. If, notwithstanding In connection with any and all deposits to be made into the foregoing, any such payment or proceeds are remitted directly to the BorrowerFirst Priority Collateral Account under this Indenture, the Borrower Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall hold such funds in trust for receive an Officer’s Certificate directing the Trustee and/or the Collateral Agent and shall promptly remit to make such payments for deposit to deposit. Pending the Revenue distribution of funds in the First Priority Collateral Account in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder, such direction to certify that if such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. Provided that no Event of Default shall have occurred and be continuing, the proceeds Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the First Priority Collateral hereunder (including Account may be used by the payments Company for purposes permitted by this Indenture. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in respect accordance with the provisions of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrowerthis Section 12.09.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the Collateral Agency Holders according to the provisions of this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. (b) Prior to the Escrow Release Date, it has caused to be established at the Collateral Agent each of shall have established the Construction AccountCollateral Accounts, Construction Payment Subaccountwhich shall at all times hereafter until this Indenture shall have terminated, Punchlist Retention Subaccountbe maintained with, and under the sole control of, the Operating AccountCollateral Agent. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All Net Proceeds from Asset Sales, the Debt Service Reserve AccountRecovery Events in respect of Collateral, the Debt Service Accrual Account, the Net Awards or Net Insurance Proceeds Accountin an aggregate amount in excess of $10.0 million, including earnings, revenues, rents, issues, profits and income therefrom and interest earned thereon, shall be deposited in the Income Tax Reserve Account, the Distribution Collateral Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document thereafter shall be made directly to held, applied and/or disbursed by the Collateral Agent for deposit to the Revenue Account Trustee in accordance with the terms of this Indenture (including, without limitation, at the direction of the Issuer to make any application or disbursement permitted by Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower Security Documents or the Junior Lien Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall hold receive an Officers’ Certificate identifying which Collateral Account shall receive such funds in trust for deposit and directing the Trustee and/or the Collateral Agent and shall promptly remit to make such payments for deposit to deposit. (c) Pending the Revenue distribution of funds in the Collateral Account in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees Issuer may direct the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that if such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the proceeds Issuer may direct the Collateral Agent to sell, liquidate or cause the redemption of any Collateral hereunder (including the payments made such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the The Collateral Agent and shall not be commingled have no liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Subject to the Collateral Agency Agreementlast sentence of this Section 6.14(a), it has caused each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be established at paid to and held in the applicable Collateral Agent Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case its Collateral Accounts is titled in the name of “C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Agent Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (bpledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) it has instructed Each Credit Party will cause the Custodian (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties with respect to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerPledged Securities Account, the Borrower shall hold applicable institution maintaining such funds in trust for account) to provide the Agent with “read-only” internet access to each Collateral Agent Account and shall promptly remit Pledged Securities Account, as applicable, through any online service provided by such payments for deposit Custodian (or, with respect to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingany Pledged Securities Account, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all applicable institution maintaining such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borroweraccount).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each shall establish and maintain for the benefit of the Construction Secured Parties one or more accounts (each a “Collateral Account”), Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after prior to the date hereof, will instruct) each of termination of the other parties Master Exchange Agreement pursuant to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerSection 7.01(b) thereof, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property joint name of the Collateral Agent and the Intermediary, that shall be administered and operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of each Secured Party as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the Intermediary shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and each Grantor shall cause: (i) all amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the Vehicles, other than Excluded Payments and Permitted Check Payments, to be deposited directly into a Collateral Account by the Manufacturers and the related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(d) of the Purchase Agreement and such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be commingled required to be deposited in a Collateral Account; (ii) all amounts representing the proceeds from sales of Vehicles to third parties, other than the Manufacturers or their related auction dealers, and all amounts received by the Servicer in the form of Permitted Check Payments to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; (iii) all insurance proceeds and warranty payments in respect of the Vehicles, other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; provided, however, that unless an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the Vehicles shall not be required to be deposited in a Collateral Account; (iv) all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement to be deposited directly into a Collateral Account by the Nominee; (v) all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement to be deposited directly into a Collateral Account by the Hertz Nominee; (vi) all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement to be deposited directly into a Collateral Account by the HFC Nominee; and (vii) all other Proceeds of the Vehicle Collateral, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer. In addition, any Grantor receiving any Proceeds of the Vehicle Collateral directly shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (ii), (iii) or (vii) of this Section 2.5(b) and determines that such amount is Proceeds of the HVF Collateral, Proceeds of the HGI Collateral, Proceeds with respect to the GE Financed Vehicles or Proceeds with respect to the other Vehicles owned by Hertz before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.5(b), the Servicer shall deposit such amount directly into the Collection Account or an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HVF Vehicle Collateral, deposit such amount directly into the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HGI Collateral, deposit such amount directly into the GE Collateral Account or a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the GE Financed Vehicles or deposit such amount directly into an account designated by Hertz or a Hertz Exchange Account other than a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the other Vehicles owned by Hertz. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than seven Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the HVF Vehicle Collateral, (ii) the amount thereof which represents Proceeds of the HGI Vehicle Collateral, (iii) the amount thereof which represents Proceeds with respect to the GE Financed Vehicles and (iv) the amount thereof which represents Proceeds with respect to the other Vehicles owned by Hertz. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in either the Collection Account or, in the case of Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HVF Collateral, withdraw from the applicable Collateral Account and deposit in either the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HGI Collateral, withdraw from the applicable Collateral Account and deposit in either the GE Collateral Account or a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to the GE Financed Vehicles and withdraw from the applicable Collateral Account and deposit in either an account designated by Hertz or a Hertz Exchange Account other than a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to other Vehicles owned by Hertz. Upon receipt by a Responsible Officer of the Collateral Agent from a Manufacturer of any information pertaining to payments made by such Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, the Collateral Agent shall provide such information to the Servicer. (d) If at any time the Servicer or any Secured Party shall receive any funds to which it is not entitled pursuant to the provisions of this Agreement, the Collateral Agent, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or property as such Person directs or as otherwise provided in the Related Documents. (e) The Servicer may instruct in writing the Collateral Agent to invest funds on deposit in a Collateral Accounts in Permitted Investments. If the Collateral Agent does not receive instructions from the Servicer prior to 11:00 a.m., New York City time, on any day as to the distribution or investment of any funds on deposit in a Collateral Account then the BorrowerCollateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by the Servicer to the Collateral Agent. All investments of funds on deposit in any Collateral Account shall be redeemable or mature on the next Business Day. The Collateral Agent shall not be responsible for any losses incurred on any investments made pursuant to this Section 2.5(e). All investment earnings (net of losses and investment expenses) shall be payable to the Servicer on each Payment Date.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall be deposited in the Collateral Account to the Revenue Account extent required by this Indenture, the Collateral Documents or the Intercreditor Agreements, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.05, Section 6.10 and Section 11.08(a). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Trustee shall hold receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.01(a) and Section 3.05 hereof, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds The Trustee shall be held have no liability for any loss incurred in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.08(c).

Collateral Accounts. The Borrower and Administrative Agent hereby confirm that, following the execution of this Agreement, a special, separate deposit account (the “Payments Account”) and a sub-account thereof (the “Debt Service Account”), each in the name of, and under the sole dominion and control of, the Administrative Agent will be established with DBTCA, solely for the purposes set forth herein. The Borrower hereby authorizes and agrees and the Administrative Agent agrees, that until (i) the Payments Accounts and the Debt Service Account have been established, and (ii) the Account Agreement has been executed and delivered by each of the parties thereto pursuant to Section 8.1(2), the account with Deutsche Bank, ABA #▇▇▇▇▇▇▇▇▇, Commercial Loan Division, bearing account number AC#▇▇▇▇▇▇▇▇ Re: CNL Hospitality Term (10/04) (the “Suspense Account,” and with the Payments Account and the Debt Service Account, the “Collateral Accounts”) shall substitute for the Payments Account and Debt Service Account and all amounts contemplated to be transferred, deposited or disbursed to or from the Payments Account or Debt Service Account under this Article VIII shall instead be transferred, deposited or disbursed to, from or within the Suspense Account in the amounts required under this Agreement as if the Payments Account and Debt Service Account were in use hereunder. Each such transfer, deposit or disbursement shall be credited or debited to the Payments Account or Debt Service Account, as applicable, on the records of the Suspense Account. Upon the establishment of the Payments Account and the Debt Service Account and the execution and delivery of the Account Agreement by each of the parties thereto pursuant to Section 8.1(2), amounts on deposit in the Suspense Account for the credit of each such respective account shall be transferred to such account. Borrower hereby agrees and confirms that to the Administrative Agent (a) and shall agree and confirm to DBTCA pursuant to the Collateral Agency Account Agreement, ) that it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name no dominion or control whatsoever of the Collateral Agent and (b) it has instructed (or, on Accounts or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due any funds or to become due to the Borrower under or amounts in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, and Borrower hereby disclaims any and all rights of any nature whatsoever to control or otherwise direct or make any claim against the Borrower shall as promptly as possible transfer such Proceeds to funds or other amounts in the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with Accounts at any other funds or property of the Borrowertime.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Accountis hereby authorized to establish and maintain at its office at One Bankers Trust Plaza, Construction Payment SubaccountNew York, Punchlist Retention SubaccountNew York, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent Agent, one, a restricted deposit account designated as "OI GRANTOR COLLATERAL ACCOUNT" and (b) it has instructed (orthe second, on or before a restricted deposit account designated "OI L/C COLLATERAL ACCOUNT". The "OI GRANTOR COLLATERAL ACCOUNT" is referred to herein as the effectiveness of each Project Document that "GENERAL COLLATERAL ACCOUNT", the "OI L/C COLLATERAL ACCOUNT" is entered into after referred to herein as the date hereof"L/C COLLATERAL ACCOUNT" and General Collateral Account and L/C Collateral Account, will instruct) each of collectively, are referred to herein as the other parties to "COLLATERAL ACCOUNTS". All amounts at any time held in the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document Collateral Accounts shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received beneficially owned by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds Grantors but shall be held in trust by the Borrower name of Collateral Agent hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the property Intercreditor Agreement. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in SECTION 5.4b of the Credit Agreement with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstanding, the Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or Governmental Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Accounts shall be made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be commingled with any other funds or property invested by Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the BorrowerBoard of Governors of the Federal Reserve System, any cash held in the Collateral Accounts shall bear interest at the standard rate paid by Collateral Agent to its customers for deposits of like amounts and terms. Subject to Collateral Agent's rights hereunder, any interest earned on deposits of cash in the Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders dis- tributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Within sixty (60) days after the Issue Date, or as soon as practicable thereafter upon the use of commercially reasonable efforts, the Company shall establish the Collateral Account, which shall be under the sole dominion and control of the Notes Collateral Agent. The Collateral Ac- count shall be a trust account and may be established and maintained by the Notes Collateral Agent at one of its corporate trust offices and all proceeds in respect of the Notes Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Sales or Recovery Events in respect of Notes Collateral, or from foreclosures of or sales of Notes Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, is- sues, profits and income from the Notes Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall be deposited in the Collateral Account to the Revenue Account extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Notes Collat- eral Agent in accordance with the terms of this Indenture (including, without limitation, Section 3.05, Section 6.10 and Section 12.08(a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Notes Collateral Agent shall hold receive an Officers’ Certificate directing the Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agency AgreementAgent in writing to invest such funds in Cash Equivalents spec- ified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition So long as no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 3.05 hereof, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the The Notes Collateral Agent and shall not be commingled have no liability for the se- lection of any Cash Equivalent or for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 12.08(c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant 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 Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if but not the proceeds of any Collateral hereunder (including loan to Borrower as a borrower made by any party other than Lender and permitted under the payments made terms of this Agreement), and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, in respect of the form received, except for the Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled with any other 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 -30- 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 from time to time at its discretion shall, after allowing (i) two Banking Days after deposit in the Collateral Accounts and/or (ii) one Banking Day after direct deposit in Lender's Account No. 00-28-995 at Norwest Ba▇▇ ▇▇▇▇▇▇▇▇▇, NA, and/or (iii) 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. (b) If a Default or Default Period exists and upon demand of the Lender, the Borrower shall establish one or more lockbox accounts as directed by the Lender with such banks or depository institutions as shall be satisfactory to the Lender and shall irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or addresses. All payments received in such lockbox accounts shall be processed to the Collateral Accounts.

Collateral Accounts. The Borrower agrees and confirms that (a) The Collateral Account Parties shall at all times maintain the Collateral Accounts in accordance with their applicable Account Control Agreements and the other Financing Documents. Tellurian and its domestic Subsidiaries shall ensure that each Collateral Account is at all times subject to an Account Control Agreement, and shall not maintain any securities accounts or deposit accounts other than: (a) the Collateral Accounts; and (b) Excluded Accounts; provided that Tellurian and its domestic Subsidiaries shall be permitted to open new securities accounts or deposit accounts so long as Tellurian or such Subsidiary enters into an Account Control Agreement within 15 days of opening such account (or such longer period agreed to by the Required Lenders). (b) At all times each Loan Party shall deposit and maintain, or cause to be deposited and maintained, all Project Revenues, insurance proceeds, and other amounts received into the Collateral Accounts, and request or make only such payments and transfers out of the Collateral Accounts as permitted by the Financing Documents. (c) The Loan Parties shall cause the aggregate amount of cash on deposit in the Collateral Accounts, as of the last day of each calendar month, to equal or exceed $30,000,000. Within five (5) Business Days following the last day of each calendar month, the Borrower shall deliver: (i) a certificate to the Administrative Agent in the form attached hereto as Exhibit G certifying that the Loan Parties are in compliance with the requirements of this Section 5.18(c); and (ii) in electronic format, the balance on deposit in each Collateral Account and each Excluded Account as of the last day of such calendar month. (i) If Tellurian or any domestic Subsidiary of Tellurian (other than ProductionCo or its Subsidiaries) opens, or instructs any Person to open, any deposit account or securities account after the Closing Date, then the Borrower shall notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, within five (5) days thereafter. (ii) If ProductionCo or any of its Subsidiaries opens, or instructs any Person to open, any securities account or deposit account after the Closing Date, then the Borrower shall notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, on or prior to the date that the Borrower is required to deliver the next certificate pursuant to Section 5.18(c) after the Collateral Agency Agreement, it date on which such account is opened. (e) If: (i) ProductionCo has caused to be established at satisfied in full all of its obligations under the Collateral Agent each ProductionCo Credit Agreement (other than contingent obligations that survive repayment in full of the Construction AccountIndebtedness under the ProductionCo Credit Agreement); and (ii) has not entered into a Permitted Refinancing of the ProductionCo Loan Documents contemporaneously therewith, Construction Payment Subaccountthen the Loan Parties shall not permit ProductionCo or any of its Subsidiaries to maintain any deposit accounts or securities accounts unless such deposit accounts or securities accounts are subject to a perfected, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name first-priority security interest of the Collateral Agent and (b) it has instructed (or, on or before for the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each benefit of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerSecured Parties.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Each Borrower agrees to deposit in its respective Collateral Accounts 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 Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if but not the proceeds of any Collateral hereunder (including loan to Borrower as a borrower made by any party other than Lender and permitted under the payments made terms of this Agreement), and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, in respect of the form received, except for the Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled with any other 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 Borrower shall, after allowing two Banking Days after deposit in the Collateral Accounts, deposit such funds to the Lender's Account No. 6355010053 at Wells Fargo Bank, N. A. The Lender from time to time at its discre▇▇▇▇ shall, after allowing (i) one Banking Day after direct deposit in the Lender's Account No. 6355010053 at Wells Fargo Bank, N.A., and/or (ii) such later date as may be req▇▇▇▇▇ 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. (b) If a Default or Default Period exists and upon demand of the Lender, the Borrower shall establish one or more lockbox accounts as directed by the Lender with such banks or depository institutions as shall be satisfactory to the Lender and shall irrevocably direct all present and future Account debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or addresses. All payments received in such lockbox accounts shall be processed to the Collateral Accounts. (c) 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.

Collateral Accounts. The Borrower agrees and confirms that (a) Promptly after the Closing, the Collateral Agent shall establish an account (the "Prepayment Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all amounts to be deposited therein pursuant to Section 2.08(a), (b), (c), (d) and (f) of the Credit Agreement shall be deposited from time to time. So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Prepayment Account which are required to be applied to prepay the Loans in accordance with said Section 2.08(a), (b), (c), (d) and (f). If immediately available cash on deposit in the Prepayment Account is not sufficient to make any such distribution, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the Prepayment Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (b) Promptly after the Collateral Agent determines that any Casualty Proceeds are to be deposited pursuant to Section 5.08 of the Credit Agreement with respect to property of any Lien Grantor, the Collateral Agent shall establish an account (such Lien Grantor's "Casualty Proceeds Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all Casualty Proceeds to be deposited with respect to property of such Lien Grantor shall be deposited from time to time. (c) So long as no Enforcement Notice is in effect, Casualty Proceeds to be released from a Casualty Proceeds Account pursuant to Section 5.08(a)(i) of the Credit Agreement shall be distributed by the Collateral Agent to the relevant Lien Grantor at such times and in such amounts as such Lien Grantor shall request for the purpose of restoring, repairing, replacing or rebuilding the asset in respect of which such Casualty Proceeds were received. Any such request shall be accompanied by a certificate of a Financial Officer describing in detail the restoration, repair, replacement or rebuilding for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Lien Grantor is obligated to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant asset is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Lien Grantor's Casualty Proceeds Account is not sufficient to make any such distribution to it, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in such Casualty Proceeds Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (d) So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Casualty Proceeds Account which are required to be applied to prepay Loans in accordance with Section 2.08(e) of the Credit Agreement. (e) Promptly after the Collateral Agent determines that any cash proceeds of any Lien Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance shall establish an account with respect to such Lien Grantor (such Lien Grantor's "Cash Proceeds Account") with the Administrative Agent, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name and under the exclusive control of the Collateral Agent, into which all such cash proceeds of such Lien Grantor's Collateral shall be deposited from time to time (unless required to be deposited in another Collateral Account). This subsection (e) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account. (f) Promptly after the Collateral Agent determines that any cash collateral is to be deposited to secure LC Reimbursement Obligations pursuant to Section 8.04 of the Credit Agreement or in the event any prepayment amounts are applied pursuant to Section 2.08 of the Credit Agreement to reduce the Tranche A Commitments below the aggregate amount of the LC Exposure, the Collateral Agent shall establish a cash collateral account (the "LC Collateral Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all cash collateral deposited pursuant to said Section 2.08(h) or 8.04 shall be deposited. If and when any LC Issuing Bank pays a draft drawn under any outstanding Letter of Credit on which any deposit in the LC Collateral Account was based, the amount so paid by it (but not more than the amount in the LC Collateral Account at the time) shall, promptly after such LC Issuing Bank notifies the Collateral Agent of such payment, be withdrawn by the Collateral Agent from the LC Collateral Account and paid to the relevant LC Issuing Bank or the Lenders, as appropriate. If at any time the amount in the LC Collateral Account exceeds the aggregate amount then required to pay all unreimbursed drawings under, and to cover all possible subsequent drawings under, all outstanding Letters of Credit on which any deposits in the LC Collateral Account were based, the excess amount shall, so long as no Enforcement Notice is in effect, be withdrawn by the Collateral Agent and paid to the Borrower. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution referred to in this subsection (f), the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the LC Collateral Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (g) Amounts on deposit in any Collateral Account shall be invested and re-invested from time to time in such Liquid Investments as the relevant Lien Grantor shall determine. Any income received with respect to the balance from time to time standing to the credit of any Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in such Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in any Collateral Account together with any Liquid Investments from time to time made pursuant to this subsection (g) shall vest in the Collateral Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of its Secured Obligations until applied thereto as provided in Section 15. If an Enforcement Notice is in effect, any amounts held in any Collateral Account shall be retained in such Collateral Account and, if and when requested by the Administrative Agent, shall be withdrawn by the Collateral Agent and applied in the manner specified in Section 15. (h) For purposes hereof, "Liquid Investments" means any Temporary Cash Investment that (i) matures within 30 days after it is acquired by or for the account of the Collateral Agent and (bii) it has instructed (orin order to provide the Collateral Agent, on or before for the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each benefit of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection Secured Parties, with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. Ifa perfected security interest therein, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.either:

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant The Borrower will from time to time instruct the Custodian, by any of the means mutually agreed to between the Borrower and the Custodian, to segregate certain U.S. cash, U.S. Government securities, or other U.S. securities or foreign securities (exclusive of Japanese government bonds) to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, extent in each case acceptable to all parties hereto and in which the Borrower has granted a security interest to the Agent (after giving effect to the segregation, the “Collateral”). (b) Collateral other than cash Collateral will be identified and segregated on the Custodian’s books and records and credited to a securities account under the name of the Collateral Agent and (b) it has instructed (or, on or before Borrower as the effectiveness of each Project Document that is entered into after entitlement holder for the date hereof, will instruct) each benefit of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms Agent. The identification and segregation of the Collateral Agency Agreement. Ifare herein referred to as the “Securities Account”. (c) The Custodian will satisfy the requirement to segregate cash Collateral by identifying and crediting the cash Collateral to one or more separate deposit accounts (collectively, notwithstanding the foregoing“Deposit Account” and, any such payment or proceeds are remitted directly together with the Securities Account, the “Collateral Accounts”) under the name of the Borrower as the Custodian’s customer for the benefit of the Agent. (d) The Custodian will credit to the Borrower’s custodial account, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect exclusive of the Collateral Accounts, all interest, dividends and other income and other distributions (including, without limitation, maturity proceeds) shall be received by itthe Custodian on the Collateral. Cash interest, the Borrower shall as promptly as possible transfer such Proceeds dividends and other income and other distributions will be credited to the Collateral Agent for deposit Deposit Account and non-cash interest, dividends and other income and other distributions will be credited to the Reserve Securities Account. Until so deposited, all such proceeds shall be held . (e) The Custodian may in trust its discretion decline to follow an instruction originated by the Borrower under Section 2(a) if following the instruction would in the Custodian’s sole judgment, after taking into account the subordination in Section 7(c), result in any remaining assets in the custodial account being inadequate to cover any obligations of the Borrower to the Custodian. The Custodian will notify the Borrower of any decision to decline to follow the instruction. (f) The Borrower will pay to the Custodian the monthly fee agreed to between the Borrower and the Custodian for the opening and as the property ongoing maintenance of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerAccounts.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each shall establish and maintain for the benefit of the Construction Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) it The Servicer and the Grantor shall cause: (i) all amounts due from Manufacturers and their related auction dealers under their Manufacturer Programs with respect to the Vehicles, other than Excluded Payments, to be deposited directly into a Collateral Account by the Manufacturers or the related auction dealers; (ii) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties, other than the Manufacturers or their related auction dealers, to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (iii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has instructed occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (or, on or before iv) all other Proceeds from the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each sale (other than a sale to Zipcar under Section 2.4 of the other parties ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the Project Documents extent that all payments constituting Project Revenues due any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or to become due (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the Borrower under or in connection with each other vehicles owned by Zipcar before it is obligated to deposit such Project Document shall be made directly to the amount into a Collateral Agent for deposit to the Revenue Account in accordance with this Section 2.4(b), the terms Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral Agency Agreement. Ifand deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, notwithstanding the foregoingin lieu thereof, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds activity relating to the Collateral Agent for deposit to the Reserve Account. Until so depositedPromptly after the deposit of any funds into a Collateral Account, all such proceeds but in no event more than three Business Days thereafter, the Servicer shall be held in trust by the Borrower for and as the property of instruct the Collateral Agent and shall not be commingled with any other funds or property in writing as to (i) the amount thereof which represents Proceeds of the BorrowerZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Upon the occurrence of an event by a Swap Provider requiring such party to post collateral as described in the Collateral Agency applicable Swap Agreement, it has caused to be established at the Collateral Agent each Securities Administrator shall establish and maintain with itself, on behalf of the Construction AccountTrustee, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name on behalf of the Supplemental Interest Trust, separate, segregated trust accounts (the “Collateral Agent and (bAccounts”) it has instructed (ortitled, on or before the effectiveness of each Project Document that is entered into after the date hereof“▇▇▇▇▇ Fargo Bank, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. IfN.A. as Securities Administrator, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2, Mortgage Pass-Through Certificate Swap I Collateral Agent Account” and shall promptly remit such payments “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for deposit to the Revenue Account in accordance with the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2 Mortgage Pass-Through Certificate Swap II Collateral Agency AgreementAccount”, respectively. In addition to the foregoing, the Borrower agrees that if the proceeds of any The Collateral hereunder (including the payments made in respect of the Collateral Accounts) Accounts shall be received by itEligible Direct Support Accounts, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for and funds on deposit to the Reserve Account. Until so deposited, all such proceeds therein shall be held in trust by the Borrower for separate and as the property of the Collateral Agent apart from, and shall not be commingled with with, any other funds or property monies, including, without limitation, other monies of the BorrowerSecurities Administrator held pursuant to this Agreement. (b) Funds required to be held pursuant to the Credit Support Annex shall be deposited into the respective Collateral Accounts. Funds posted by any Derivative Provider (or its credit support provider) in the related Collateral Account shall be invested in Eligible Investments as directed by the related Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to such Derivative Provider pursuant to the terms of the related Credit Support Annex. The Securities Administrator shall not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Derivative Payments owed by a Derivative Provider as a result of its failure to make payments pursuant to the related Derivative Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the related Derivative Account and distributed as all or a portion of such Derivative Amount pursuant to Section 4.1(a)(vi) and (vii), as applicable. Any amounts on deposit in the Collateral Accounts required to be returned to such Derivative Provider (or its credit support provider) as a result of the termination of the related Derivative Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the related Derivative Agreement, shall be released directly to such Derivative Provider pursuant to the terms of the related Credit Support Annex. (c) Upon the termination of the Trust Fund, any amounts remaining in the Collateral Accounts shall be distributed by the Securities Administrator as required pursuant to the terms of the Credit Support Annex.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements. (b) The Collateral Agent shall establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent from Asset Dispositions of Collateral, Recovery Events, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of received pursuant to the Construction AccountCollateral Documents, Construction Payment Subaccount, Punchlist Retention Subaccount, shall be deposited in the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Non-ABL Collateral Account, in each the case of proceeds from Non-ABL Collateral, or in the name ABL Collateral Account, in the case of proceeds from ABL Collateral, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent and (b) it has instructed (orAgent, on or before the effectiveness of each Project Document that is entered into after the date hereofas applicable, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of this Indenture (including, without limitation, Sections 2.1(a), 3.7, 6.10 and 11.8(a). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower Collateral Documents or the Intercreditor Agreements, the Trustee and/or the Collateral Agent, as applicable, shall hold receive an Officers’ Certificate identifying which Collateral Account shall receive such funds in trust for deposit and directing the Trustee and/or the Collateral Agent and shall promptly remit to make such payments for deposit to deposit. (c) Pending the Revenue Account distribution of funds in the Collateral Accounts in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees that if Company may direct the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to Trustee and/or the Collateral Agent for deposit to the Reserve Account. Until so depositedinvest such funds in Cash Equivalents specified in such direction, all such proceeds shall be held in trust investments to mature by the Borrower for times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the property of Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall not be commingled credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (aA) pursuant to the Collateral Agency Agreement, it has caused to be There is hereby established at with the Collateral Agent each of a cash collateral account (the Construction "General Collateral Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case ") in the name and under the control of the Collateral Agent into which there shall be deposited from time to time the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance 765749.1 10/9/98 7:28p from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to subsection 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor shall (x) not more than 60 days after the Closing Date, in the case of any Subsidiary Guarantor and (by) it has instructed (ornot later than January 31, on or before 1999, in the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each case of the Borrower, instruct all account debtors and other parties Persons obligated in respect of all Accounts of such Lien Grantor to make all payments in respect of such Accounts either (i) directly to the Project Documents Collateral Agent (by instructing that all such payments constituting Project Revenues due be remitted to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to become due one or more other banks in any state (other than Louisiana) in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such bank) under a Lockbox Letter substantially in the form of Exhibit B hereto duly executed by such Lien Grantor and such bank or under other arrangements, in form and substance satisfactory to the Borrower under or in connection with each Collateral Agent, pursuant to which such Project Document Lien Grantor shall be made have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit to into the Revenue General Collateral Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for as the Collateral Agent and shall promptly remit may otherwise instruct such bank. All such payments for deposit made to the Revenue Account Collateral Agent shall be deposited in accordance with the General Collateral Agency AgreementAccount. In addition to the foregoing, the Borrower each Lien Grantor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower such Lien Grantor shall as promptly as possible transfer deposit such Proceeds to proceeds into the General Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. (C) There is hereby established with the BorrowerCollateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreements, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or 765749.1 10/9/98 7:28p capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) The balance from time to time standing to the credit of the General Collateral Account shall, except upon the occurrence and continuance of an Event of Default, be distributed to the Borrower or the applicable Lien Grantor upon its order. If immediately available cash on deposit in the General Collateral Account is not sufficient to make any distribution to the Borrower referred to in the previous sentence of this Section (D), the Collateral Agent shall liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 9, such distribution shall not be made until such liquidation has taken place. (E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended. (F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied 765749.1 10/9/98 7:28p

Collateral Accounts. The Borrower agrees and confirms that (aA) pursuant to the Collateral Agency Agreement, it has caused to be There is hereby established at with the Collateral Agent each of a cash collateral account (the Construction "General Collateral Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case ") in the name and under the control of the Collateral Agent and (b) it has instructed (or, into which there shall be deposited on or before each Domestic Business Day the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each cash proceeds of the other parties Collateral required to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for deposit credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the Revenue balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in accordance and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with the terms any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral Agency hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the all cash, checks, drafts, money orders and other payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall such Lien Grantor shall, as promptly as possible transfer (and in any event within one (1) Business Day after receipt thereof) deposit such Proceeds to the Collateral Agent for deposit to the Reserve proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by the Borrower such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account. (C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions. (E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended. (F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:

Collateral Accounts. The Borrower agrees and confirms that (a) On and after the Closing Date, the Borrower will maintain the Collateral Accounts pursuant to the Collateral Agency terms of this Agreement, it has caused and will ensure that each Collateral Account (except with respect to be established at the Collateral Agent each Available Cash Account) and any other deposit account or securities account of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account Borrower or its Subsidiaries in effect from time to time is subject to a Control Agreement in accordance with Section 5.20 and the Revenue Account, in each case in the name terms of the Collateral Agent and Agreement. (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into On and after the date hereofClosing Date, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under will deposit, or in connection with each such Project Document shall use reasonable best efforts to cause to be made directly to deposited, as soon as practicable following the Collateral Agent for deposit to receipt thereof, all Available Cash into the Revenue Available Cash Account in accordance with the terms of this Agreement. (c) On and after the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerClosing Date, the Borrower shall hold will deposit, or use reasonable best efforts to cause to be deposited, as soon as practicable following the receipt thereof, all other amounts required to be deposited into a Collateral Account into such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the terms of this Agreement. (d) On and after the Second Amendment Effective Date each Obligor shall (1) maintain Collateral Agency Agreement. In addition Accounts in a manner satisfactory to the foregoingLead Lenders, (2) to the Borrower agrees that if extent such Obligor receives any payment provided with respect to a Master Services Agreement, direct all counterparty payors with respect to such payments to deposit such funds directly into such accounts in a manner satisfactory to the proceeds Lead Lenders and (3) to deposit within three (3) Business Days after receipt thereof, or in the case of any counterparty to a Master Services Agreement who deposits such funds to an account other than a Collateral hereunder (including Account despite instructions to deposit such funds in a Collateral Account, cause to be deposited, following the payments made receipt thereof, all other amounts required to be deposited into a Collateral Account in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds a manner satisfactory to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerLead Lenders.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the First Lien Notes Collateral Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Notes Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall, subject to the Revenue ABL Intercreditor Agreement, be deposited in the Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First Lien Notes Collateral Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, ‎Section 2.01(a), ‎Section 3.02, ‎Section 6.10 and ‎Section 11.08(a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower First Lien Notes Collateral Agent shall hold receive an Officer’s Certificate directing the First Lien Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the First Lien Notes Collateral Agency AgreementAgent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition The Company acknowledges that for so long as the First Lien Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under ‎Section 2.01(a) and ‎Section 3.02, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by Neither the Borrower for and as Trustee nor the property of the First Lien Notes Collateral Agent and shall not be commingled have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis ‎(c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency AgreementAs such times as it deems appropriate, it has caused to be established at the Collateral Agent each of shall establish and, at all times thereafter until this Agreement shall have terminated, maintain at its principal banking office in New York City the Construction following three accounts: (i) the LIFO L/C Cash Collateral Account, Construction Payment Subaccount(ii) the Existing L/C Cash Collateral Account and (iii) a collateral account (the "PRIMARY COLLATERAL ACCOUNT"; collectively with the LIFO L/C Cash Collateral Account, Punchlist Retention Subaccount, and the Operating Existing L/C Cash Collateral Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the "COLLATERAL ACCOUNTS"). The Collateral Agent shall deposit into (x) the LIFO L/C Cash Collateral Account all amounts (1) received by it and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each designated for such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account purpose in accordance with the terms subsection 3.5 or Section 8 of the LIFO Credit Agreement or (2) distributed by it in respect of First Priority Obligations constituting outstanding LIFO Letters of Credit on the applicable Distribution Date pursuant to clause "SECOND" of Section 4.3(b); (y) the Existing L/C Cash Collateral Agency Agreement. If, notwithstanding the foregoing, any Account all amounts (1) received by it and designated for such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account purpose in accordance with Section 2.2(f) of this Agreement or Section 8 of the Collateral Agency Agreement. In addition Existing Credit Agreement or (2) distributed by it in respect of Second Priority Obligations constituting outstanding Existing Letters of Credit on the applicable Distribution Date pursuant to clause "THIRD" of Section 4.3(b) and (z) except as provided in the foregoingpreceding clauses (x) and (y), the Borrower agrees that if the proceeds of Primary Collateral Account all amounts received by it in its capacity as Collateral Agent (and not in any Collateral hereunder (including the payments made other capacity) in respect of the Collateral, including all monies received on account of any sale of or other realization upon any of the Collateral Accounts) pursuant to any Security Document, as a result of the enforcement of rights and remedies under the Security Documents, as a result of the turnover obligations contained in Section 3.2 hereof or otherwise. All amounts deposited in the Collateral Accounts shall be received held by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit subject to the Reserve Accountterms hereof and of the Security Documents. Until so deposited, all such proceeds shall be held in trust by Neither the Borrower for nor any Guarantor shall have any rights with respect to, and as the property of the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts; PROVIDED that so long as no Default or Event of Default shall not have occurred and be commingled with any other funds or property continuing, the Collateral Agent shall pay to the Borrower interest accrued on amounts on deposit in the Existing L/C Cash Collateral Account and the LIFO L/C Cash Collateral Account on the last day of the Borrower.each month

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to Each of ING and each Subordinated Debt Holder agrees that the sale of the Units and the deposit of the Proceeds in the Collateral Agency Accounts as contemplated in the Offering Memorandum and the Security Documents, and the execution, delivery and performance of this Agreement, it has caused to be established at shall not constitute a default or event of default, with or without notice or the Collateral Agent each passage of time or both, under either the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, Credit Facility or the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and Subordinated Notes. (b) it has instructed In the event any principal payment shall become due with respect to the Notes, whether as a result of a Mandatory Redemption, a purchase of the Notes by the Company following a Change of Control or upon acceleration of the Notes following an Event of Default, the Collateral shall be disbursed to the Trustee, for the ratable benefit of the Noteholders, and shall be applied first to the payment of any and all Obligations of the Company under the Notes and the Security Documents (orthe "Note Obligations") and, on or before the effectiveness of each Project Document that is entered into only after the date hereofNote Obligations have been paid and discharged in full, will instruct) each next to the payment of any ING Obligations and last to any obligations of the other parties Company to the Project Documents that Subordinated Debt Holders under the Subordinated Notes (the ING Obligations and the Subordinated Debt being collectively referred to herein as the "Existing Secured Debt"). (c) Any and all payments constituting Project Revenues due or to become due to determinations regarding the Borrower under or in connection with each such Project Document exercise of remedies against the Collateral shall be made directly by the Trustee at the direction of the holders of a majority of the outstanding principal amount of the Notes. (d) Each of ING and each Subordinated Debt Holder agrees that (i) it shall have no security interest in the Collateral, irrespective of the terms and provisions of any pledge or security agreements heretofore entered into by it and the Company and any Subsidiary with respect to the Collateral Existing Secured Debt, or the recording or filing of any financing statements or other recordings or filings with respect to such obligations of the Company, and (ii) at all times, it shall refrain from taking any action to foreclose upon, take possession of, liquidate or otherwise proceed against the Collateral, except after all of the Note Obligations have been paid and discharged in full or with the prior written consent of the holders of a majority of the outstanding principal amount of the Notes. (e) As used herein, "Shortfall Obligations" means (i) any claim against the Company by the Trustee, the Disbursement Agent or the Noteholders (or any person acting for deposit their benefit) for any portion of the Note Obligations which has not been or cannot be satisfied by means of recourse to the Revenue Account in accordance with the terms Collateral, and (ii) any obligation of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly Company to the BorrowerTrustee, the Borrower shall hold such Disbursement Agent or the Noteholders (or any person acting for their benefit) to deposit additional funds in trust for into the Collateral Agent Accounts or otherwise provide collateral or funds from any source other than the proceeds from the sale of the Notes, and shall promptly remit such payments for deposit to (iii) any claim of any kind by the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingTrustee, the Borrower agrees that if Disbursement Agent or the proceeds of Noteholders (or any Collateral hereunder (including the payments made in respect person acting for their benefit) against any subsidiary of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerCompany.

Collateral Accounts. The Borrower agrees and confirms that (a) On the Issue Date, the Issuer shall deposit funds from the net proceeds of the issuance of the Initial Securities in an amount sufficient to fund the purchase of the Existing Convertible Notes in the Tender Offers (assuming that all Existing Convertible Notes will be tendered in the Tender Offers), including the payment of accrued but unpaid interest thereon, directly into the Tender Offer Collateral Account, which together with any money or other property from time to time therein, shall constitute part of the Collateral. Such proceeds shall only be available to the Issuer, the Company or any Restricted Subsidiary and shall be released from the Tender Offer Collateral Account: (i) to purchase the Existing Convertible Notes in the Tender Offers; (ii) if any Existing Convertible Notes remain outstanding after the completion of the Tender Offers, (A) to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any remaining Existing Convertible Notes or (B) to make payments of cash dividends to the Company in an amount sufficient to enable the Company to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any such Existing Convertible Notes (provided that such payment be applied directly to such repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal); and (iii) (x) following expiration of the May 15, 2010 put rights of the holders of the 3.0% Convertible Senior Notes due 2027, to the extent the holders thereof do not exercise their put rights pursuant to the Collateral Agency Agreementterms of such notes, it has caused to be established at the Collateral Agent each related amounts for general corporate purposes by the Issuer and (y) following expiration of the Construction AccountJanuary 15, Construction Payment Subaccount, Punchlist Retention Subaccount2011 put rights of the holders of the 4.875% Senior Convertible Senior Notes due 2018 to the extent the holders thereof do not exercise their put rights pursuant to the terms of such notes, the Operating related amounts and any remaining funds for general corporate purposes by the Issuer. Prior to any release of funds from the Tender Offer Collateral Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of Issuer shall provide an Officers’ Certificate to the Collateral Agent and the party with control over such Tender Offer Collateral Account stating the use of such funds and confirming that such use complies with this Indenture. (b) it has instructed (orThe Trustee and Collateral Agent, on or before as applicable, are authorized to receive any funds for the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each benefit of the other parties Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the Project Documents that all payments constituting Project Revenues due or to become due Holders according to the Borrower under or provisions of this Indenture and the Security Documents. (c) Pending the distribution of funds in connection with each such Project Document shall be made directly to the Tender Offer Collateral Agent for deposit to the Revenue Account in accordance with the terms provisions hereof and provided that no Event of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerDefault shall have occurred and be continuing, the Borrower shall hold Issuer may direct the party with control over such Tender Offer Collateral Account to invest such funds in trust for Temporary Cash Investments specified in such direction, such investments to mature by the Collateral Agent times such funds are needed hereunder and such direction to certify that such funds constitute Temporary Cash Investments and that no Event of Default shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementhave occurred and be continuing. In addition to the foregoingSo long as no Event of Default shall have occurred and be continuing, the Borrower agrees that if Issuer may direct the proceeds party with control over such Tender Offer Collateral Account to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Tender Offer Collateral hereunder (including the payments made in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.such

Collateral Accounts. (i) The Borrower agrees and confirms that (a) pursuant Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed to perform the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each obligations of the Construction Custodian as defined under the Group 1 Credit Support Annexes (“Group 1 Custodian”). The Group 1 Custodian shall establish Group 1 Collateral Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution . The Group 1 Collateral Account and the Revenue Account, in each case shall be held in the name of the Collateral Agent and (b) it has instructed (or, on or before Group 1 Custodian in trust for the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each benefit of the Holders of the Class 1-A, Class 1-M and Class 1-B Certificates. The Group 1 Collateral Account must be an Eligible Account segregated from the Certificate Account and any other parties moneys of the Trustee held pursuant to this Agreement and shall be entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 1 Collateral Account, Group 1 Supplemental Interest Trust Trustee, as Group 1 Custodian for the benefit of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” The Group 1 Custodian shall credit to the Project Documents that Group 1 Collateral Account all payments constituting Project Revenues due collateral (whether in the form of cash or securities) posted by [CAP/SWAP COUNTERPARTY] to become due to secure the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account obligations of [CAP/SWAP COUNTERPARTY] in accordance with the terms of the related Group 1 Credit Support Annex. The Group 1 Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Group 1 Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementrelated Group 1 Credit Support Annex. In addition to Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the foregoing, related Group 1 Credit Support Annex shall be invested at the Borrower agrees that if written direction of [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the proceeds of any Collateral hereunder (including the payments made in respect requirements of the related Group 1 Credit Support Annex. All amounts earned on amounts on deposit in the Group 1 Collateral AccountsAccount (whether cash collateral or securities) shall be received for the account of and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 1 Schedule) with respect to [CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as defined in the Group 1 Schedule) as a result of any such Event of Default or Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the related Group 1 Credit Support Annex) that are then due, then any collateral posted by it[CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex, shall be applied by the Borrower shall as promptly as possible transfer such Proceeds Group 1 Custodian to the payment of any Obligations due to Party B (as defined in the related Group 1 Credit Support Annex) in accordance with the related Group 1 Credit Support Annex. Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex and remaining after payment of all amounts owing to Party B shall be withdrawn from the Group 1 Collateral Agent for deposit Account and paid to [CAP/SWAP COUNTERPARTY] in accordance with the Reserve related Group 1 Credit Support Annex. (ii) The Trustee, as Group 2 Supplemental Interest Trust Trustee is hereby directed to perform the obligations of the Custodian as defined under Group 2 Credit Support Annexes (“Group 2 Custodian”). The Group 2 Custodian shall establish the Group 2 Collateral Account. Until so deposited, all such proceeds The Group 2 Collateral Account shall be held in trust by the Borrower for and as the property name of the Group 2 Custodian in trust for the benefit of the Holders of the Class 2-A Certificates. The Group 2 Collateral Agent Account must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 2 Collateral Account, Group 2 Supplemental Interest Trust Trustee, as Group 2 Custodian for the benefit of holders of the Class 2-A Certificates.” The Group 2 Custodian shall credit to the Group 2 Collateral Account all collateral (whether in the form of cash or securities) posted by [CAP/SWAP COUNTERPARTY] to secure the obligations of [CAP/SWAP COUNTERPARTY] in accordance with the terms of the related Group 2 Credit Support Annex. The Group 2 Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Group 2 Collateral Account in accordance with the related Group 2 Credit Support Annex. Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex shall be invested at the written direction of [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the requirements of the related Group 2 Credit Support Annex. All amounts earned on amounts on deposit in the Group 2 Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be commingled liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 2 Schedule) with respect to [CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as defined in the Group 2 Schedule) as a result of any other funds such Event of Default or property Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the Borrowerrelated Group 2 Credit Support Annex) that are then due, then any collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex, shall be applied by the Group 2 Custodian to the payment of any Obligations due to Party B (as defined in the related Group 2 Credit Support Annex) in accordance with the related Group 2 Credit Support Annex. Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex and remaining after payment of all amounts owing to Party B shall be withdrawn from the Group 2 Collateral Account and paid to [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex.

Collateral Accounts. The Borrower agrees and confirms that (a) Promptly after the Collateral Agent determines that any Net Cash Proceeds of any Asset Sale (other than in connection with the Kingfish Transaction) of the Issuer or a Restricted Subsidiary or that any Casualty Proceeds with respect to property of the Issuer or a Restricted Subsidiary are to be deposited pursuant to Section 2.06(a) of the Credit Agreement, the Collateral Agent shall establish an account (such Lien Grantor's "Reduction Event Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all Net Cash Proceeds with respect to Asset Sales (other than in connection with the Kingfish Transaction) of such Lien Grantor and all Casualty Proceeds with respect to property of such Lien Grantor shall be deposited from time to time, provided that if and so long as the Issuer or any other Lien Grantor is subject to and complying with requirements similar to Section 2.06(a) of the Senior Credit Agreement, and in particular is required to deposit any Net Cash Proceeds of an Asset Sale or any Casualty Proceeds with the Senior Collateral Agent, the Issuer and the other Lien Grantors need not comply with the requirements of this Section 7 (and the following subsections of this Section 7 shall be applied accordingly). (b) So long as no Enforcement Notice is in effect, Net Cash Proceeds or Casualty Proceeds, as the case may be, to be released from a Reduction Event Account pursuant to either clause (A) or (C) of Section 2.06(a) of the Credit Agreement shall be released by the Collateral Agent to the relevant Lien Grantor at such times and in such amounts as such Lien Grantor shall request in accordance with the provisions of clause (A) or (C), as the case may be, of Section 2.06(a) of the Credit Agreement. Any such request shall be accompanied by a certificate of a Financial Officer describing in reasonable detail the purpose for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Lien Grantor is obligated or otherwise committed to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant assets is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Lien Grantor's Reduction Event Account is not sufficient to make any such distribution to it, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in such Reduction Event Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (c) So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Reduction Event Account which are required to be applied to prepay Loans in accordance with clause (B) of Section 2.06(a) of the Credit Agreement. (d) Promptly after the Collateral Agent determines that any cash proceeds of any Lien Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance shall establish an account with respect to such Lien Grantor (such Lien Grantor's "Collateral Proceeds Account") with the Administrative Agent, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name and under the exclusive control of the Collateral Agent, into which all such cash proceeds of such Lien Grantor's Collateral shall be deposited from time to time (unless required to be deposited in another Collateral Account). This subsection (d) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account. (e) Amounts on deposit in any Collateral Account shall be invested and re-invested from time to time in such Liquid Investments as the relevant Lien Grantor shall determine. Any income received with respect to the balance from time to time standing to the credit of any Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in such Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in any Collateral Account together with any Liquid Investments from time to time made pursuant to this subsection (e) shall vest in the Collateral Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of its Secured Obligations until applied thereto as provided in Section 15. If an Enforcement Notice is in effect, any amounts held in any Collateral Account shall be retained in such Collateral Account and, if and when requested by the Administrative Agent, shall be withdrawn by the Collateral Agent and applied in the manner specified in Section 15. (f) For purposes hereof, "Liquid Investments" means any Temporary Cash Investment that (i) matures within 30 days after it is acquired by or for the account of the Collateral Agent and (bii) it has instructed (orin order to provide the Collateral Agent, on or before for the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each benefit of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection Secured Parties, with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. Ifa perfected security interest therein, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.either:

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account shall establish and the Revenue Account, maintain at its principal banking office in each case New York City three accounts into which it shall (except as otherwise explicitly provided in the name of the Master Pledge Agreement) deposit all amounts received by it in its capacity as Collateral Agent (and (bnot in any other capacity) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral upon an Event of Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to the Master Pledge Agreement. One of the three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the benefit of the Senior Note Creditors (the "Senior Note Collateral Account") and the third such account shall be established and maintained for the benefit of the L/C Parties (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Senior Note Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Master Pledge Agreement, it being understood that any such amounts may be released to the Issuers to the extent required by the Master Pledge Agreement (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Issuers or the Guarantors shall have any rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. (b) Except as set forth in paragraphs (d) and (g) below, all amounts that the Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated as among, and deposited in, the Credit Agreement Collateral Account and the Senior Note Collateral Account pro rata in accordance with the aggregate amount of Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations. (c) The Collateral Agent shall establish sub-accounts in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Letter of Credit Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall, upon the written request of the Administrative Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrowers pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be received by itreleased from such sub-account, and the funds so released shall be allocated among, and deposited in, the Borrower Credit Agreement Collateral Account, the Senior Note Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Credit Agreement Obligations, Outstanding Senior Note Obligations and Unfunded L/C Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses (including disbursements and, in the case of the Collateral Agent, reasonable attorney fees) incurred by the Collateral Agent, the Administrative Agent and the Indenture Trustee in administering and carrying out their respective obligations under this Agreement or the Master Pledge Agreement, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent, the Administrative Agent and the Indenture Trustee is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as promptly among the Credit Agreement Collateral Account, the Letter of Credit Collateral Account (provided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Senior Note Creditor, as possible transfer the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Proceeds Credit Agreement Creditor or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent for deposit in the Collateral Account (or sub-account therein) from which distributions are to the Reserve Account. Until so depositedbe paid in respect of such Outstanding Obligations. (g) If, all such proceeds shall be held in trust by the Borrower for and as the property of at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of any of the Parent Guarantor, the Company or the Subsidiaries under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); provided, however, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Secured Parties (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not be commingled with any other funds or property of the Borrowerexceed $2,000,000.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each shall establish and maintain for the benefit of the Construction Beneficiaries one or more accounts, as “securities accounts” under and as defined in Section 8-501 of the New York UCC (each, a “Collateral Account”), Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after prior to the date hereof, will instruct) each of termination of the other parties Master Exchange Agreement pursuant to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerSection 7.01(b) thereof, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property joint name of the Collateral Agent and the Intermediary, that shall not be commingled with any other administered and operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds or property deposited therein are held for the respective benefit of the BorrowerBeneficiaries as set forth herein. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and, if applicable, the Intermediary shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Financing Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto and shall control. (b) With respect to each Financing Source, such Beneficiary related thereto and the Related Master Collateral and Financing Documents with respect to such Financing Source: (i) the Collateral Servicer and the Related Grantor with respect to such Financing Source shall cause all amounts and proceeds due from any party in respect of such Related Master Collateral to be deposited in a Collateral Account unless such amounts and proceeds are to be otherwise directed pursuant to such Financing Documents; and (ii) at such time as no further distribution from such Related Grantor to any such Beneficiary is required or will be required to be made pursuant to this Section 2.5(b) or such Financing Documents and all other outstanding payment obligations of such Grantor have been satisfied under such Financing Documents, all remaining funds constituting Related Master Collateral with respect to such Beneficiary in any Collateral Account shall be distributed to such Related Grantor upon the written request of the Collateral Servicer (and, in the event that any funds represent Relinquished Property Proceeds, only to the extent permitted under the Master Exchange Agreement). (c) The Collateral Agent shall promptly notify the Collateral Servicer when funds are deposited in any Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than seven (7) Business Days thereafter, the Collateral Servicer shall instruct the Collateral Agent in writing as to, with respect to each Beneficiary, the amount thereof that represents Proceeds of Related Master Collateral with respect to such

Collateral Accounts. The Borrower agrees and confirms that (a) Promptly after the Collateral Agent determines that any Casualty Proceeds are to be deposited pursuant to Section 5.08 of the Credit Agreement with respect to property of any Grantor, the Collateral Agent shall establish an account (such Grantor's "Casualty Proceeds Account") with the Collateral Agent, in the name and under the exclusive control of the Collateral Agent, into which all Casualty Proceeds to be deposited with respect to property of such Grantor shall be deposited from time to time. (b) So long as no Enforcement Notice is in effect, Casualty Proceeds to be released from a Casualty Proceeds Account pursuant to Section 5.08(a)(i) of the Credit Agreement shall be distributed by the Collateral Agent to the relevant Grantor at such times and in such amounts as such Grantor shall request for the purpose of restoring, repairing, replacing or rebuilding the asset in respect of which such Casualty Proceeds were received. Any such request shall be accompanied by a certificate of a Financial Officer describing in reasonable detail the restoration, repair, replacement or rebuilding for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Grantor is obligated to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant asset is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Grantor's Casualty Proceeds Account is not sufficient to make any such distribution to it, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in such Casualty Proceeds Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (c) So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Casualty Proceeds Account which are required to be applied to prepay Loans in accordance with Section 2.08(e) of the Credit Agreement. (d) Promptly after the Collateral Agent determines that any cash proceeds of any Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance shall establish an account with respect to such Grantor (such Grantor's "Cash Proceeds Account") with the Collateral Agent, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name and under the exclusive control of the Collateral Agent, into which all such cash proceeds of such Grantor's Collateral shall be deposited from time to time (unless required to be deposited in another Collateral Account). This subsection (e) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account. (e) Promptly after the Collateral Agent determines that any cash collateral is to be deposited to secure LC Reimbursement Obligations pursuant to Section 8.04 of the Credit Agreement or in the event any prepayment amounts are applied pursuant to Section 2.08 of the Credit Agreement to reduce the Tranche A Commitments below the aggregate amount of the LC Exposure, the Collateral Agent shall establish a cash collateral account (the "LC Collateral Account") with the Collateral Agent, in the name and under the exclusive control of the Collateral Agent, into which all cash collateral deposited pursuant to said Section 2.08(h) or 8.04 shall be deposited. If and when any LC Issuing Bank pays a draft drawn under any outstanding Letter of Credit on which any deposit in the LC Collateral Account was based, the amount so paid by it (but not more than the amount in the LC Collateral Account at the time) shall, promptly after such LC Issuing Bank notifies the Collateral Agent of such payment, be withdrawn by the Collateral Agent from the LC Collateral Account and paid to the relevant LC Issuing Bank or the Lenders, as appropriate. If at any time the amount in the LC Collateral Account exceeds the aggregate amount then required to pay all unreimbursed drawings under, and to cover all possible subsequent drawings under, all outstanding Letters of Credit on which any deposits in the LC Collateral Account were based, the excess amount shall, so long as no Enforcement Notice is in effect, be withdrawn by the Collateral Agent and paid to the Borrowers. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution referred to in this subsection (e), the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the LC Collateral Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place. (f) Amounts on deposit in any Collateral Account shall be invested and re- invested from time to time in such Liquid Investments as MHG, as agent or attorney-in-fact for the relevant Grantor shall direct. Any income received with respect to the balance from time to time standing to the credit of any Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in such Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in any Collateral Account together with any Liquid Investments from time to time made pursuant to this subsection (f) shall vest in the Collateral Agent, shall constitute part of the relevant Grantor's Collateral hereunder and shall not constitute payment of its Secured Obligations until applied thereto as provided in Section 15. If an Enforcement Notice is in effect, any amounts held in any Collateral Account shall be retained in such Collateral Account and, if and when requested by the Administrative Agent, shall be withdrawn by the Collateral Agent and applied in the manner specified in Section 15. (g) For purposes hereof, "Liquid Investments" means any Temporary Cash Investment that (i) matures within 30 days after it is acquired by or for the account of the Collateral Agent and (bii) it has instructed (orin order to provide the Collateral Agent, on or before for the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each benefit of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection Secured Parties, with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. Ifa perfected security interest therein, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.either: