Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. (a) If, notwithstanding the instructions to debtors to make payments to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust 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 Account shall not bear interest and shall not be 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 Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. 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. (a) If, notwithstanding the instructions to debtors to make payments On or prior to the LockboxClosing Date, any Borrower receives any payments on Receivablesthe Administrative Agent shall cause to be established, such Borrower shall deposit such payments into such Borrower’s in its own name at an Eligible Account Bank, a segregated account for each Approved Currency (each, a "Collateral Account. Until so deposited"), such Borrower shall hold all such payments in trust bearing a designation clearly indicating that the funds deposited therein are held for and as the property benefit 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 ObligationsSecured Parties. (b) Amounts 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 any or credited to the Collateral Account shall not bear interest and shall not be 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 BankAccounts. (c) All deposits The Administrative Agent may invest funds on deposit in any Collateral Account shall constitute Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case in such Permitted Investments as the Collection Agent may select (or, 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 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 applicable Collateral and shall not constitute payment Account; provided that, prior to the Termination Date, any interest or income in respect of such Permitted Investments shall, at the direction of the ObligationsCollection Agent be deposited into the applicable Concentration Account and applied as Collections in accordance with Section 2.06 of the Receivables Loan Agreement. The Lender Neither the Administrative Agent nor any of its Affiliates shall be liable to the Borrower, the 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 within one Banking Daypurchased and held pursuant to this Section 2.8 shall be referred to as "Collateral Securities" and shall, apply deposited for purposes of this Agreement and each other Transaction Document, constitute part of the funds held in each the applicable Collateral Account in amounts equal to their respective outstanding principal amounts. Each such Permitted Investment shall be made in the payment name of the Obligations, in any order Administrative Agent or manner of application satisfactory to the Lender, by transferring such funds to the Lender’s general accountits designee. (d) All items 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 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 same in accordance with the priority of payments set forth in Section 2.07 of the Receivables Loan Agreement. Each of the Borrower and the European Purchaser agrees that 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 extent notice of sale of any Collateral Securities shall be required by law, at least ten days' notice to the 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 Account. 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 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 paid to the Borrower to whom the item was payableEuropean Purchaser.

Collateral Accounts. (a) IfAs collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, notwithstanding the instructions to debtors to make payments Loan Parties hereby pledge and grant to the LockboxAdministrative Agent, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the property ratable benefit of the Lender L/C Issuer and shall not commingle such payments with any the Lenders as provided herein, a security interest in all of its other funds or property; providedright, however, that title and interest in and to 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 L/C Collateral Account shall not bear interest and shall not be 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, balances from time to time in the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any L/C Collateral Account shall constitute proceeds of (including the investments and reinvestments therein provided for below). The balances from time to time in the L/C Collateral and Account shall not constitute payment of any Letter of Credit Liabilities or other Obligations until applied by the ObligationsAdministrative Agent as provided herein. The Lender shall from time to time within one Banking Day, apply deposited funds Anything in each Collateral Account this Agreement to the payment of contrary notwithstanding, funds held in 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 L/C Collateral Account shall be subject to final paymentwithdrawal 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 from time to time, instruct the Administrative Agent to liquidate 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 investments and reinvestments and apply proceeds thereof to the Obligations in accordance with Section 11.4. (e) The Borrower shall pay to whom the item was payableAdministrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Collateral Accounts and investments and reinvestments of funds therein.

Collateral Accounts. (a) IfThe Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts, notwithstanding as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the instructions to debtors to make payments to New York UCC (each a “Collateral Account”), each in the Lockboxname 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 Borrower receives any payments on ReceivablesCollateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such Borrower fact, the Collateral Agent shall deposit establish a new Collateral Account which complies with such payments sentence and transfer into such Borrower’s the new Collateral Account all funds from the non-qualifying Collateral Account. Until so depositedInitially, 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 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 Borrower shall hold amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all such insurance proceeds and warranty payments in trust for and as respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the property 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 the Lender and shall not commingle such payments with any of its other funds or propertyreceipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the foregoing ZVF Vehicles shall not be construed required to allow 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 Lender ZVF Segregated Vehicles relating to withhold such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such payments after full payment 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 (ii) of this Section 2.4(b) and discharge determines that such amount is Proceeds of all Obligationsthe ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the 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 and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (bc) Amounts The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account shall not bear interest and shall not be subject to withdrawal by any Borroweror, 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 duein lieu thereof, the Lender agrees Collateral Agent may grant the Servicer online access in “read-only” format to remit such amounts view balances, deposits and activity relating to such Borrower’s demand the Collateral Account. Promptly after the deposit account maintained of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any 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 shall constitute proceeds and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and shall not constitute payment of withdraw from the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each applicable Collateral Account and deposit in the appropriate collection account relating to the payment applicable Segregated Series all amounts representing Proceeds of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender’s general accountZVF Segregated Series Vehicle Collateral. (d) All items deposited in If at any Collateral Account time the Servicer or any Secured Party shall be subject receive any funds with respect to final payment. If any such item which it has knowledge that it is returned uncollectednot entitled pursuant to the provisions of this Agreement, 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, Servicer or such bank at its discretion Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may charge any uncollected item conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to any commercial account or other account belonging ensure that such funds are remitted to the Borrower to whom Person so entitled thereto or as such Person directs or as otherwise provided in the item was payableRelated Documents.

Collateral Accounts. (a) IfThe Trustee, notwithstanding Collateral Agent and the instructions Control Agent, as applicable, are authorized to debtors receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIntercreditor Agreement. (b) Amounts 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 Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the 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 Accounts under this Indenture, the 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 not bear interest receive such deposit and shall not be subject directing the Trustee and/or the Collateral Agent and/or Control Agent 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 make such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits in any Collateral Account shall constitute proceeds Subject to the Intercreditor Agreement, pending the distribution of Collateral and shall not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each the Collateral Account Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or 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 such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. Subject to the payment Intercreditor Agreement, so long as no Event of Default shall have occurred and be continuing, the ObligationsCompany 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 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 Accounts shall be subject credited 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. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 10.9(c).

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under, notwithstanding and in accordance with, the instructions to debtors Collateral Documents, and to make payments further distributions of such funds to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Holders according to the provisions of this Indenture and the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust 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 ObligationsDocuments. (b) Amounts deposited in any The Collateral Account shall not bear interest and shall not be 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 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 ▇▇▇▇▇ Fargo Bankregards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the 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 Account under this Indenture, the First Lien Notes Collateral Agent shall receive an Officer’s Certificate directing the First Lien Notes Collateral Agent to make such deposit. (c) All deposits Pending the distribution of funds in any the Collateral 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 Agent 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 proceeds Cash Equivalents and that no Event of Collateral Default shall have occurred and shall not constitute payment of the Obligationsbe continuing. The Lender 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 from time have occurred and be continuing, the Company may direct the Trustee to time within one Banking Daysell, apply deposited liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, 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 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 credited 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. Neither the Trustee nor the First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis (c).

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under, notwithstanding and in accordance with, the instructions to debtors Collateral Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIntercreditor Agreement. (b) Amounts 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 Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the First Priority Collateral Account, in the case of proceeds from First Priority Collateral, or in the Second Priority Collateral Account, in the case of proceeds from Second Priority Collateral, 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 Accounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall not bear interest receive such deposit and shall not be subject directing the Trustee and/or the Collateral Agent 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 make such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits Pending the distribution of funds in any the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall constitute proceeds of Collateral have occurred and shall not constitute payment of be continuing, the Obligations. The Lender shall from time Company may direct the Trustee to time within one Banking Day, apply deposited invest such funds in each Collateral Account Cash Equivalents specified in such direction, such investments to mature by the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring 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 Lender’s general account. (d) All items deposited 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 any the Collateral Account shall be subject credited 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 Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 11.8(c).

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (atogether with each other account created pursuant to this Section 4.1, the “Collateral Account”) Ifestablished with the Securities Intermediary, notwithstanding pursuant to Section 4.5, or any Peso-denominated account opened by the instructions Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to debtors Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to make payments to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the LockboxSecured Obligations, whether from the Collateral, the Company, the Guarantors, any Borrower receives Affiliate of the Company 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 Proceeds Account 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 Receivablesor promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, such Borrower which shall deposit such payments into such Borrower’s be deemed a Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust 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 if necessary to allow the Lender to withhold any such payments after full payment and discharge of all Obligations. (b) Amounts deposited in any Collateral Account shall not bear interest and shall not be 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 Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited receive funds in each Collateral Account such other currency prior 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) conversion). All items deposited monies held in any Collateral Account shall be subject 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 final paymenteach Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. If any such item is returned uncollected, the applicable Borrower will immediately pay the Lender, or, for items deposited in The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the bank maintaining such accountcase of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following 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 payableIssue Date.

Collateral Accounts. (a) IfIf and when required for purposes hereof, notwithstanding the instructions Collateral Representative will establish with respect to debtors 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 make payments be deposited therein pursuant to the Lockbox, any Borrower receives any payments on Receivables, such Borrower Note Documents shall deposit such payments into such Borrower’s be deposited from time to time. Each Cash Collateral Account. Until so deposited, such Borrower shall hold all such payments Account will be operated as provided in trust 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 Obligationsthis Section. (b) Amounts deposited The Collateral Representative shall deposit the following amounts, as and when received by it, in any the Collateral Account shall not bear interest and shall not of the applicable Lien Grantor: (i) each amount required by the Note Documents to be subject deposited therein, including, without limitation, all proceeds specified in Section 5.04(d) of the Note Purchase Agreement; and (ii) each amount realized or otherwise received by the Collateral Representative with respect to withdrawal by assets of such Lien Grantor upon any Borrower, except after full payment and discharge exercise 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 remedies pursuant to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankany Security Document. (c) All deposits Unless (x) an Event of Default shall have occurred and be continuing and the 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 Section 5.04(d) of the Note Purchase Agreement and apply them to pay, or reimburse the Company and its Subsidiaries for paying, the cost of repairing, restoring or replacing the affected property to the extent 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 property acquired to replace it will be included in the Collateral at least to the 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 such Temporary Cash Investments as the relevant Lien Grantor shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. The Lender shall request from time to time within one Banking Daytime; provided that, apply deposited funds in each if an Event of Default shall have occurred and be continuing, the Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring Representative may select such funds to the Lender’s general accountTemporary Cash Investments. (de) All items deposited in any Collateral Account If an Event of Default shall have occurred and be subject to final payment. If any such item is returned uncollectedcontinuing, the applicable Borrower will immediately pay the Lender, or, for items deposited Collateral Representative may withdraw any amounts held therein and apply such amounts as provided 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 payableSection 9.

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under, notwithstanding and in accordance with, the instructions to debtors Collateral Documents, and to make payments further distributions of such funds to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Holders according to the provisions of this Indenture and the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust 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 ObligationsDocuments. (b) Amounts deposited in any The Collateral Account shall not bear interest and shall not be 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 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 ▇▇▇▇▇ Fargo Bankregards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the 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 Account under this Indenture, the Notes Collateral Agent shall receive an Officer’s Certificate directing the Notes Collateral Agent to make such deposit. (c) All deposits Pending the distribution of funds in any the Collateral 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 Agent 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 proceeds Cash Equivalents and that no Event of Collateral Default shall have occurred and shall not constitute payment of the Obligationsbe continuing. The Lender 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 from time have occurred and be continuing, the Company may direct the Trustee to time within one Banking Daysell, apply deposited liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, 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 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 credited 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. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis (c).

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under, notwithstanding and in accordance with, the instructions to debtors Security Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for the Security Documents 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 ObligationsJunior Lien Intercreditor Agreement. (b) Amounts Prior to the Escrow Release Date, the Collateral Agent 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 Collateral 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, Recovery Events in respect of Collateral, Net Awards or Net Insurance Proceeds in 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 Collateral Account and thereafter shall be held, applied and/or disbursed by the 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 Accounts under this Indenture, the Security Documents or the Junior Lien Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall not bear interest receive such deposit and shall not be subject directing the Trustee and/or the Collateral Agent 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 make such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits Pending the distribution of funds in any the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall constitute proceeds of have occurred and be continuing, the Issuer may direct the Collateral and shall not constitute payment of the Obligations. The Lender shall from time Agent to time within one Banking Day, apply deposited invest such funds in each Collateral Account Cash Equivalents specified in such direction, such investments to mature by the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring 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 Lender’s general account. (d) All items deposited Issuer may direct 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 any the Collateral Account shall be subject credited 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 Collateral Agent shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 11.8(c).

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, notwithstanding the instructions to debtors and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIntercreditor Agreement. (b) Amounts 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 Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the First Priority Collateral Account, in the case of proceeds from First Priority Collateral, or in the Second Priority Collateral Account, in the case of proceeds from Second Priority Collateral, 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 Accounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall not bear interest receive such deposit and shall not be subject directing the Trustee and/or the Collateral Agent 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 make such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits Pending the distribution of funds in any the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall constitute proceeds of Collateral have occurred and shall not constitute payment of be continuing, the Obligations. The Lender shall from time Company may direct the Trustee to time within one Banking Day, apply deposited invest such funds in each Collateral Account Cash Equivalents specified in such direction, such investments to mature by the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring times such funds are needed hereunder, such direction to certify that 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 Lender’s general account. (d) All items deposited 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 any the Collateral Account shall be subject credited 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 Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 11.8(c).

Collateral Accounts. (a) IfThe Trustee and Collateral Agent, notwithstanding as applicable, are authorized to receive any funds for the instructions to debtors benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIntercreditor Agreement. (b) Amounts 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 Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the 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 Accounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall not bear interest receive such deposit and shall not be subject directing the Trustee and/or the Collateral Agent 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 make such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits in any Collateral Account shall constitute proceeds Pending the distribution of Collateral and shall not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each the Collateral Account Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring invest such funds in Cash Equivalents specified in such direction, such investments to mature by the Lender’s general account. (d) All items deposited 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 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 any the Collateral Account Accounts shall be subject credited 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. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 11.8(c).

Collateral Accounts. (a) IfBorrower shall, notwithstanding and shall cause each Credit Party to, provide Agent [***] prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Credit Party at any time maintains (and in connection with any such Collateral Account established after the instructions Closing Date, prior to debtors opening such Collateral Account), 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 make payments execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the Lockboxterms hereunder, any Borrower receives any payments on Receivableswhich Control Agreement, inter alia, (a) provides that, upon written notice from Agent, such Borrower bank or financial institution shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the property comply with instructions originated by Agent directing disposition of the Lender funds in such Collateral Account without further consent by Borrower and (b) may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not commingle such payments with apply to any of its other funds or propertyExcluded Deposit Account; provided, however, that the foregoing at all times Borrower shall maintain one (1) 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 be construed to allow the Lender to withhold commingle any monies allocated for such payments after full payment and discharge of all Obligationspurposes with funds in any other Deposit Account. (b) Amounts deposited So long as the ATM Facility Account remains open, Borrower shall cause all funds (if any) in any excess of [***] held in the ATM Facility Account to be transferred into a Collateral Account shall not bear interest and shall not be subject to withdrawal a Control Agreement by the close of business on the [***] after the funds held in the ATM Facility Account exceeded [***]; provided that upon the occurrence and during the continuation of any BorrowerEvent of Default, except after full payment and discharge of upon Agent’s request, Borrower shall cause all Obligations; provided, however, that if funds on deposit in 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 ATM Facility Account to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any be transferred into a Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. 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, a Control Agreement at the applicable Borrower will immediately pay the Lender, or, for items deposited in a Collateral Account, the bank maintaining such account, the amount end 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 payableeach Business Day.

Collateral Accounts. (a) If, notwithstanding the instructions Collateral Agent is hereby authorized to debtors to make payments to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for establish and as the property of the Lender and shall not commingle such payments with any of maintain at 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 Account shall not bear interest and shall not be 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 office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Fargo Bank. (c) All deposits ▇▇▇▇, ▇▇▇ ▇▇▇▇, two blocked accounts in any the name of the Grantors and under the sole dominion and control of Collateral Agent, one, a restricted deposit account designated as "OI Grantor Collateral Account" and the second, a restricted deposit account designated "OI L/C Collateral Account". The "OI Grantor Collateral Account" is referred to herein as the "General Collateral Account", the "OI L/C Collateral Account" is referred to herein as the "L/C Collateral Account" and the General Collateral Account and the L/C Collateral Account, collectively, are referred to herein as the "Collateral Accounts". All amounts at any time held in the Collateral Accounts shall constitute proceeds be beneficially owned by Grantors but shall be held in the name of Collateral Agent hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and shall not constitute payment conditions set forth herein and as provided in the 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 ObligationsCredit Agreement, such sections thereof. The Lender Grantors shall from time have no right to time within one Banking Daywithdraw, apply deposited funds transfer or, except as expressly set forth herein or in each Collateral Account 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 payment of General Collateral Account, otherwise receive any funds deposited into the Obligations, in any order or manner of application satisfactory Collateral Accounts. Anything contained herein to the Lendercontrary notwithstanding, by transferring such funds to the Lender’s general account. (d) All items deposited in any Collateral Account Accounts shall be subject to final paymentsuch 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. If any such item is returned uncollected, All deposits of funds in the applicable Borrower will immediately pay the Lender, Collateral Accounts shall be made by wire transfer (or, for items deposited 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 Collateral Account, the bank maintaining such account, the amount transfer of that item, or such bank at its discretion may charge any uncollected item to any commercial account or other account belonging funds to the Borrower Collateral Accounts, give notice to whom Collateral Agent by telefacsimile of the item was payabledate, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be 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 Board 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. (a) Each Borrower will irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the Collateral 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 Collateral Account and shall include the address for the Collateral Account. If, notwithstanding the instructions to debtors Account Debtors to make payments to the LockboxCollateral Account, any Borrower receives any payments on Receivablespayments, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the property of the Lender and shall not commingle such payments with any of its other funds or property; provided. Commencing one hundred and twenty (120) days after the Closing Date, howeverto the extent any Account Debtor does not make a payment directly to the Collateral Account, that Borrowers shall pay Lender a fee equal to five percent (5%) of the foregoing shall amount of such payment not be construed so remitted to allow the Lender to withhold any such payments after full payment and discharge Collateral Account with a minimum fee of all Obligations$25 per payment. (b) Amounts deposited in any Collateral Account shall not bear interest and shall not be 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 the Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the ObligationsProceeds. The proceeds shall be applied to the Loans at such times as set forth in Paragraph 9(b) hereof, Lender shall from time to time within one Banking Day, at may apply deposited funds in each the Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to Lender. In the Lenderabsence of an Event of Default, by transferring such funds 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 Lender’s general accountaggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (4) to all other Obligations. (dc) All items deposited in any the Collateral Account shall be subject to final payment. If any such item is returned uncollected, the applicable Borrower Borrowers will immediately pay the Lender, or, for items deposited in a 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 any Borrowers' commercial account or other account belonging 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 the Borrower to whom the item was payableBorrowers within three (3) Business Days of such amounts becoming good funds.

Collateral Accounts. (a) IfPromptly 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 the instructions to debtors to make payments to the Lockbox, any Borrower receives any payments on Receivablesother provision of this Section 7, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust 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 distribution shall not be construed to allow the Lender to withhold any made until such payments after full payment and discharge of all Obligationsliquidation 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 Documents, the Collateral Agent shall establish an account with respect to such Lien Grantor (such Lien Grantor's "Cash Proceeds Account") with the Administrative Agent, 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 deposited on deposit in any Collateral Account shall not bear 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 shall not be subject interest in and 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 cash amounts on deposit from time to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. (c) All deposits 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 proceeds part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of the Obligationsits Secured Obligations until applied thereto as provided in Section 15. The Lender shall from time to time within one Banking DayIf an Enforcement Notice is in effect, 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 amounts held in any Collateral Account shall be subject 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 (ii) in order to final payment. If any such item is returned uncollected, provide the applicable Borrower will immediately pay the Lender, orCollateral Agent, for items deposited in the benefit of the Secured Parties, with a Collateral Accountperfected security interest therein, 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.either:

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under, notwithstanding and in accordance with, the instructions to debtors Collateral Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIndenture Subordination Agreement. (b) Amounts deposited in any 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 not bear interest be a trust account and shall not be subject 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 withdrawal the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by any Borrowerthis Indenture, except after full payment and discharge of all Obligations; provided, however, that if the Borrowers’ only outstanding Obligations are principal owing under Collateral Documents or the Equipment Note and the Term Loan B NoteIndenture Subordination Agreement, and if no such principal amount is duethereafter 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 Account under this Indenture, the Lender agrees Trustee shall receive an Officers’ Certificate directing the Trustee to remit make such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits Pending the distribution of funds in any the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall constitute proceeds of Collateral have occurred and shall not constitute payment of be continuing, the Obligations. The Lender shall from time Company may direct the Trustee to time within one Banking Day, apply deposited invest such funds in each Collateral Account 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. 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 payment of the ObligationsCompany or its designee, in any order or manner of application satisfactory each case, to the Lenderextent permitted under Section 2.1(a) hereof, by transferring such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds to in the Lender’s general account. (d) All items deposited in any Collateral Account shall be subject credited 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 Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 11.8(c).

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under, notwithstanding and in accordance with, the instructions to debtors Collateral Documents, and to make payments further distributions of such funds to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Holders according to the provisions of this Indenture and the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust 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 ObligationsDocuments. (b) Amounts deposited in any The Collateral Account shall not bear interest and shall not be 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 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 ▇▇▇▇▇ Fargo Bankregards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the 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 Account under this Indenture, the Junior First Lien Notes Collateral Agent shall receive an Officer’s Certificate directing the Junior First Lien Notes Collateral Agent to make such deposit. (c) All deposits Pending the distribution of funds in any the Collateral 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 Agent 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 proceeds Cash Equivalents and that no Event of Collateral Default shall have occurred and shall not constitute payment of the Obligationsbe continuing. The Lender 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 from time have occurred and be continuing, the Company may direct the Trustee to time within one Banking Daysell, apply deposited liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, 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 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 credited 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. Neither the Trustee nor the Junior First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 11.08(c).

Collateral Accounts. (a) IfThe Trustee and Collateral Agent, notwithstanding as applicable, are authorized to receive any funds for the instructions to debtors benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIntercreditor Agreements. (b) Amounts 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 Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Non-ABL Collateral Account, in the case of proceeds from Non-ABL Collateral, or in the 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, as applicable, 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 Accounts under this Indenture, the Collateral Documents or the Intercreditor Agreements, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall not bear interest receive such deposit and shall not be subject directing the Trustee and/or the Collateral Agent 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 make such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits in any Collateral Account shall constitute proceeds Pending the distribution of Collateral and shall not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each the Collateral Account Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring invest such funds in Cash Equivalents specified in such direction, such investments to mature by the Lender’s general account. (d) All items deposited 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 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 any the Collateral Account Accounts shall be subject credited 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. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 11.8(c).

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, notwithstanding the instructions to debtors and to make payments to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the property further distributions 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 Account shall not bear interest and shall not be 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 Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. 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 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 subject 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 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 final payment. If any 95% of such item is returned uncollectedproceeds) and other awards or proceeds pursuant to the Collateral Documents, the applicable Borrower will immediately pay the Lender, or, for items shall be deposited in a the First Priority Collateral Account, and thereafter shall be held, applied and/or disbursed by the bank maintaining Trustee in accordance with the terms of this Indenture. All such accountproceeds and other awards received pursuant to the Collateral 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. In connection with any and all deposits to be made into the First Priority Collateral Account under this Indenture, the amount Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officer’s Certificate directing the Trustee and/or the Collateral Agent to make such deposit. Pending the distribution of funds in the First Priority Collateral Account in accordance with the provisions hereof and provided that itemno 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, such direction to certify that 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 Company may direct the Trustee to sell, liquidate or cause the redemption of any such bank at its discretion 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 Account may charge be used by the Company for purposes permitted by this Indenture. The Trustee shall have no liability for any uncollected item to loss incurred in connection with any commercial account investment or other account belonging to any sale, liquidation or redemption thereof made in accordance with the Borrower to whom the item was payableprovisions of this Section 12.09.

Collateral Accounts. (a) IfThe Collateral Agent shall establish and maintain at its principal banking office in New York City three accounts into which it shall (except as otherwise explicitly provided in the Master Pledge Agreement) 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 Event of Default, notwithstanding including all monies received on account of any sale of or other realization upon any of the instructions to debtors to make payments Collateral pursuant to the Lockbox, any Borrower receives any payments on Receivables, such Borrower Master Pledge Agreement. One of the three accounts referred to in the preceding sentence shall deposit such payments into such Borrower’s 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. Until so deposited"), such Borrower the second account shall hold all such payments in trust be established and maintained for and as the property benefit of the Lender Senior Note Creditors (the "Senior Note Collateral Account") and the third such account shall not commingle 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 payments 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 any the aggregate amounts deposited in such accounts during the term of its other funds or propertythis Agreement; provided, however, that the foregoing aggregate amounts deposited in the Letter of Credit Collateral Account shall not be construed deemed to allow have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Lender to withhold Issuers or the Guarantors shall have any such payments after full payment rights with respect to, and discharge of all Obligationsthe Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. (b) Amounts 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 any 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 bear 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 not be subject allocated among, and deposited in, the 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 withdrawal 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 Borrowerright or remedy hereunder or thereunder or in taking possession of, except after full payment protecting, preserving or disposing of any item of Collateral, and discharge 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 all Obligationssuch costs, expenses and amounts have been paid in full; provided, however, that if any such application shall be allocated as among 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 dueCredit Agreement Collateral Account, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any Letter of Credit Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of (provided that the Obligations. 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 aggregate amounts deposited in any the Letter of Credit Collateral Account shall be subject deemed to final paymenthave 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. If The Collateral Agent shall reimburse any Credit Agreement Creditor 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 item is returned uncollectedCredit 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 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 any of the Parent Guarantor, the applicable Borrower will immediately pay Company or the LenderSubsidiaries under any of the Senior Credit Documents (collectively, or"Reimbursement Obligations"), for items deposited in a then, prior to allocating such amounts among the Collateral AccountAccounts, the bank maintaining Collateral Agent shall, to the extent it shall have received notice of such accountReimbursement 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 that item, or such bank at its discretion may charge any uncollected item amounts referred to any commercial account or other account belonging to the Borrower to whom the item was payablein paragraph (e) above) shall not exceed $2,000,000.

Collateral Accounts. (a) IfEach Borrower or Lessor, notwithstanding as the instructions to debtors to make payments context may require, shall establish prior to the Lockboxrelevant Drawdown Date at the Security Trustee an account (each a “Collateral Account” and together the “Collateral Accounts”) in the name of and under the control of the Security Trustee, into which all Basic Rent, Return Compensation Payments and any Event of Loss proceeds, and any other amounts payable by the relevant Lessee to such Mortgagor under the 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 amounts payable in connection with the Loan related to the related Aircraft under the Loan Operative Documents, including without limitation any amounts payable to the relevant Borrower receives any payments on Receivablesunder a Swap Agreement with respect thereto, such Borrower shall deposit such payments be deposited into such Borrower’s the relevant Collateral Account. Until so deposited, such Borrower The balance from time to time in the Collateral Accounts shall hold all such payments in trust for and as be under the property control of the Lender Security Trustee and shall not commingle such payments with any constitute part 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 Account shall not bear interest and shall not be 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 Collateral Account shall constitute proceeds of Collateral Mortgaged Property hereunder and shall not constitute payment of the ObligationsSecured Obligations until applied as herein provided and shall be subject to withdrawal only as provided herein. The Lender All amounts deposited into the Collateral Accounts shall be applied in the manner set forth in Section 3.01 (subject to Section 3.02 or 3.03, as the case may be). Subject to the foregoing, the 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 within one Banking Day, apply deposited funds in each Collateral Account to Agreed Investments unless otherwise instructed by 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 Lenderrelevant 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 items 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 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, the bank maintaining such account, the amount of that item, or such bank at its discretion Account may charge any uncollected item to any commercial account or other account belonging be paid to the relevant Mortgagor or the Borrower to whom the item was payableParent.

Collateral Accounts. (a) IfCollateral Agent is hereby authorized to establish and maintain at its office at One Bankers Trust Plaza, notwithstanding New York, New York, two blocked accounts in the instructions name of the Grantors and under the sole dominion and control of Collateral Agent, one, a restricted deposit account designated as "OI GRANTOR COLLATERAL ACCOUNT" and the second, a restricted deposit account designated "OI L/C COLLATERAL ACCOUNT". The "OI GRANTOR COLLATERAL ACCOUNT" is referred to debtors herein as the "GENERAL COLLATERAL ACCOUNT", the "OI L/C COLLATERAL ACCOUNT" is referred to make payments herein as the "L/C COLLATERAL ACCOUNT" and General Collateral Account and L/C Collateral Account, collectively, are referred to herein as the "COLLATERAL ACCOUNTS". All amounts at any time held in the Collateral Accounts shall be beneficially owned by Grantors but shall be held in the 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 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 Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Until so deposited, such Borrower shall hold all such payments in trust for and as Anything contained herein to 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 Account shall not bear interest and shall not be 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 duecontrary notwithstanding, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. 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 Accounts shall be subject to final paymentsuch 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. If any such item is returned uncollected, All deposits of funds in the applicable Borrower will immediately pay the Lender, Collateral Accounts shall be made by wire transfer (or, for items deposited 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 Collateral Account, the bank maintaining such account, the amount transfer of that item, or such bank at its discretion may charge any uncollected item to any commercial account or other account belonging funds to the Borrower Collateral Accounts, give notice to whom Collateral Agent by telefacsimile of the item was payabledate, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be 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 Board 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. (a) IfThe Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts, notwithstanding as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the instructions to debtors to make payments to New York UCC (each a “Collateral Account”), each in the Lockboxname 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 Borrower receives any payments on ReceivablesCollateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such Borrower fact, the Collateral Agent shall deposit establish a new Collateral Account which complies with such payments sentence and transfer into such Borrower’s the new Collateral Account all funds from the non-qualifying Collateral Account. Until so depositedInitially, 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 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 Borrower shall hold amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (iii) all such insurance proceeds and warranty payments in trust for and as respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the property 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 the Lender and shall not commingle such payments with any of its other funds or propertyreceipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the foregoing ZVF Vehicles shall not be construed required to allow 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 Lender ZVF Segregated Vehicles relating to withhold such Segregated Series shall not be required to be deposited into a Collateral Account; and (iv) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such payments after full payment 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 (ii) of this Section 2.4(b) and discharge determines that such amount is Proceeds of all Obligationsthe ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the 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 and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (bc) Amounts The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account shall not bear interest and shall not be subject to withdrawal by any Borroweror, 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 duein lieu thereof, the Lender agrees Collateral Agent may grant the Servicer online access in “read-only” format to remit such amounts view balances, deposits and activity relating to such Borrower’s demand the Collateral Account. Promptly after the deposit account maintained of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any 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 shall constitute proceeds and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and shall not constitute payment of withdraw from the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each applicable Collateral Account and deposit in the appropriate collection account relating to the payment applicable Segregated Series all amounts representing Proceeds of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender’s general accountZVF Segregated Series Vehicle Collateral. (d) All items deposited in If at any Collateral Account time the Servicer or any Secured Party shall be subject receive any funds with respect to final payment. If any such item which it has knowledge that it is returned uncollectednot entitled pursuant to the provisions of this Agreement, 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, Servicer or such bank at its discretion Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may charge any uncollected item conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to any commercial account or other account belonging ensure that such funds are remitted to the Borrower to whom Person so entitled thereto or as such Person directs or as otherwise provided in the item was payableRelated Documents.

Collateral Accounts. (a) IfUpon the occurrence of an event by a Swap Provider requiring such party to post collateral as described in the applicable Swap Agreement, notwithstanding the instructions to debtors to make payments to the LockboxSecurities Administrator shall establish and maintain with itself, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the property behalf of the Lender and shall not commingle such payments with any Trustee, on behalf of its other funds or property; providedthe Supplemental Interest Trust, howeverseparate, that segregated trust accounts (the foregoing shall not be construed to allow the Lender to withhold any such payments after full payment and discharge of all Obligations. (b“Collateral Accounts”) Amounts deposited in any Collateral Account shall not bear interest and shall not be subject to withdrawal by any Borrowertitled, 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, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2, Mortgage Pass-Through Certificate Swap I Collateral Account” and “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2 Mortgage Pass-Through Certificate Swap II Collateral Account”, respectively. The Collateral Accounts shall be Eligible Direct Support Accounts, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Securities 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) All deposits in any Collateral Account shall constitute proceeds of Collateral and shall not constitute payment Upon the termination of the Obligations. The Lender Trust Fund, any amounts remaining in the Collateral Accounts shall from time to time within one Banking Day, apply deposited funds in each Collateral Account be distributed by the Securities Administrator as required pursuant to the payment terms of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender’s general accountCredit Support Annex. (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. (aA) If, notwithstanding There is hereby established with the instructions Collateral Agent a cash collateral account (the "General Collateral Account") in the name and under the control of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to debtors to make payments be delivered to the LockboxCollateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General Collateral Account, including any Borrower receives 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 Section 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 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 the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments on Receivablesin respect of Accounts) shall be received by it, such Borrower shall Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such payments proceeds into such Borrower’s Collateral a Blocked Account. Until so deposited, such Borrower shall hold all such payments proceeds shall be held in trust by such Lien Grantor for and as the property of the Lender Collateral Agent 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 Account shall not bear interest Lenders and shall not be subject commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to withdrawal by any Borrowerbe executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, except after full payment and discharge each Blocked Account Bank shall remit all proceeds of all Obligations; provided, however, that if such payments deposited in the Borrowers’ only outstanding Obligations are principal owing under Blocked Accounts directly to the Equipment Note and Collateral Agent for deposit into the Term Loan B Note, and if no General Collateral Account or as the Collateral Agent may otherwise instruct such principal amount is due, bank. All such payments made to the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo BankCollateral Agent shall be deposited in the General Collateral Account. (cC) 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 deposits 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 Account Agent, shall constitute proceeds part of the Collateral hereunder and shall not constitute payment of the Obligations. The Lender 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 within 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 Banking Dayor 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 deposited funds 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 each the manner specified in Section 13. (G) Amounts on deposit in the Collateral Account 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 ObligationsSecured 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 any order or manner to provide the Collateral Agent, for the benefit of application satisfactory to the LenderSecured Parties, by transferring such funds to the Lender’s general account. (d) All items deposited in any Collateral Account with a perfected Security Interest therein, each Liquid Investment 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.either:

Collateral Accounts. (a) If, notwithstanding the instructions to debtors to make payments to the Lockbox, The Collateral Agent shall establish and maintain at its principal banking office in New York City four accounts into which it shall (except as otherwise explicitly provided in any Borrower receives Support Document) deposit all amounts received by it in its capacity as Collateral Agent (and not in any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments other capacity) in trust for and as the property respect of the Lender Collateral or pursuant to enforcement of the Guarantee Agreement 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; 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 commingle be 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 payments with amounts may be released to the Company to the extent required by any of its other funds or propertythe 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; providedPROVIDED, howeverHOWEVER, that the foregoing aggregate amounts deposited in the Letter of Credit Collateral Account shall not be construed deemed to allow 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 Lender to withhold any such payments after full payment Collateral Agent shall have exclusive dominion and discharge of all Obligationscontrol over, the Collateral Accounts. (b) Amounts 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 any in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account shall not bear interest and shall not be 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 Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of Outstanding Revolving Credit Facility Obligations, Outstanding Term Loan B NoteFacility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and if no Unfunded LOC Exposure, respectively, at such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Banktime. (c) The Collateral Agent shall establish sub-accounts in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All deposits amounts deposited in any the Letter of Credit Collateral Account shall constitute proceeds 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 and shall not constitute payment 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 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 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. (e) The Lender Collateral Agent shall have the right at any time and from time to time within one Banking Day, to apply deposited funds any amounts in each the Collateral Account Accounts to the payment of the Obligationsout-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 order right or manner 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 satisfactory to shall be allocated as between the LenderRevolving Credit Facility Collateral Account, by transferring such funds to Term Facility Collateral Account, the Lender’s general account. Letter of Credit Collateral Account (d) All items provided that the aggregate amounts deposited in any the Letter of Credit Collateral Account shall be subject deemed to final paymenthave 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. If 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 item is returned uncollectedCredit 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 applicable Borrower will immediately 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 Lenderevent that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); PROVIDED, orHOWEVER, for items 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 AccountAgent is required to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the bank maintaining such account, Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account pro rata in accordance with the aggregate amount of that itemthe 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), 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 payablerespectively.

Collateral Accounts. (a) IfThe 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 Account”), notwithstanding into which there shall be deposited from time to time upon the instructions occurrence and during the continuance of an Event of Default the cash proceeds of any of the Pledged Collateral required to debtors to make payments be delivered to the LockboxAdministrative 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 Administrative 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 Borrower receives 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 Default Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.08. The balance from time to time in the Default Collateral Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Obligor agrees that, at any payments on Receivablestime after the occurrence and during the continuance of an Event of Default, such Borrower if the proceeds of any Pledged Collateral hereunder shall be received by it, the Obligor shall, upon the request of the Administrative Agent, as promptly as possible deposit such payments proceeds into such Borrower’s the Default Collateral Account. Until so deposited, such Borrower shall hold all such payments proceeds shall be held in trust by the Obligor for and as the property of the Lender Administrative Agent and shall not commingle such payments be commingled with any of its other funds or property; providedproperty of the Obligor. The Default Collateral Account shall be established in the name of the Obligor, however, that but under the foregoing shall not be construed to allow exclusive dominion and control of the Lender to withhold any such payments after full payment and discharge of all ObligationsAdministrative Agent. (b) Amounts 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 any the LC Collateral Account shall not bear interest constitute part of the Pledged Collateral hereunder and shall not be subject to withdrawal held by any Borrower, except after full payment and discharge of all Obligations; provided, however, that if the Borrowers’ only outstanding Obligations are principal owing Administrative Agent in the first instance for the LC Exposure under the Equipment Note Credit Agreement and thereafter for the Term Loan B Notepayment of the Secured Obligations. The LC Collateral Account shall be established in the name of the Obligor, but under the exclusive dominion and if no such principal amount is due, control of the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo BankAdministrative Agent. (c) All deposits 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 any Collateral 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 proceeds part of the Pledged Collateral hereunder and shall not constitute payment of the ObligationsSecured 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 Lender 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 within one Banking Dayinstruct. 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 deposited funds in each Collateral 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 Obligations, Secured Obligations in any order or the manner of application satisfactory specified in Section 5.08. The balance from time to time in the Lender, by transferring such funds to the Lender’s general account. (d) All items deposited in any Collateral Big Four Revenue Account shall be subject to final paymentwithdrawal only as provided herein. If any such item is returned uncollectedIn addition to the foregoing, the applicable Borrower will immediately pay Obligor agrees that, at any time after the Lenderoccurrence and during the continuance of an Event of Default, or, for items if the any amounts required to be deposited in a Collateral Accountinto the Big Four Revenue Account hereunder shall be received by it, the bank maintaining 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, 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 extent that credit balances not constituting “financial assets” (as defined in Section 8-102(a)(9) of the item was payableUCC) are credited thereto, a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Collateral Accounts. The Collateral Agent shall establish and maintain three accounts into which it shall (aexcept as otherwise explicitly provided in any Security Document) If, notwithstanding the instructions to debtors to make payments to the Lockbox, deposit all amounts received by it in its capacity as Collateral Agent (and not in any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments other capacity) in trust for and as the property respect of the Lender 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 Account pursuant to Section 7.2; provided, however, that notwithstanding any other provision of this Agreement, if the Collateral Agent (i) shall be a Bank Creditor, 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 commingle be deposited in the Collateral Accounts and (ii) shall be a Noteholder, amounts that the Collateral Agent shall receive on account of the 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 Accounts. One 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"), the second account shall be established and maintained for the benefit of the Noteholders (the "Note Agreement Collateral Account") and the third such payments 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 amounts may be released to any Obligor to the extent required by any of its other funds or propertythe 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 foregoing shall not be construed to allow the Lender to withhold any such payments after full payment and discharge of all Obligations. (b) Amounts aggregate amounts deposited in any Collateral Account shall not bear interest and shall not be subject to withdrawal by any Borrower, except after full payment and discharge the Letter 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 Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. 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 Credit Collateral Account shall be subject deemed to final paymenthave been reduced by any amounts released from such account pursuant to paragraph (d) below). If any such item is returned uncollectedThe Obligors shall have no rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, 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 Accounts. Prior to the Borrower liquidation of any Collateral by the Collateral Agent and the allocation of the proceeds of such Collateral to whom the item was payableCollateral Accounts, such Collateral shall be held by the Collateral Agent for the ratable benefit of the Participating Creditors.

Collateral Accounts. (a) IfThe Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts (each a “Collateral Account”), notwithstanding each in the instructions to debtors to make payments name of the Collateral Agent or, prior to the Lockboxdate of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the 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 Borrower receives any payments on ReceivablesCollateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such Borrower fact, the Collateral Agent and the Intermediary shall deposit establish a new Collateral Account which complies with such payments sentence and transfer into such Borrower’s the new Collateral Account all funds from the non-qualifying Collateral Account. Until so depositedInitially, 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 Borrower failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall hold not be required to be deposited in a Collateral Account; (ii) all such 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 trust for and as the property respect of the Lender and shall not commingle such payments with any Vehicles, other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of its other funds or propertyreceipt 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 foregoing Vehicles shall not be construed required to allow the Lender to withhold any such payments after full payment and discharge of all Obligations.be deposited in a Collateral Account; (biv) Amounts all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement to be deposited in any 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 not bear interest and shall not be subject to withdrawal by any Borrowerdeposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, 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 Servicer receives any amount pursuant to clause (ii), (iii) or (vii) of this Section 2.5(b) and the Term Loan B Note, and if no determines that such principal amount is dueProceeds 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 Lender agrees to remit Servicer shall deposit such amounts to 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 Borrower’s demand 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 account maintained with such amount directly into the GE Collateral Account or a ▇▇▇▇▇ Fargo Bank▇▇ 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) All deposits The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account 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 constitute proceeds of instruct the Collateral and shall not constitute payment Agent in writing as to (i) the amount thereof which represents Proceeds of the ObligationsHVF 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 Lender Collateral Agent shall pursuant to and promptly after receipt of instructions from time to time within one Banking Daythe Servicer, apply deposited funds in each 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 payment 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 ObligationsMaster 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, in any order or manner of application satisfactory the Collateral Agent shall provide such information to the Lender, by transferring such funds to the Lender’s general accountServicer. (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 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 Collateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by the Servicer to the Collateral Agent. All items deposited investments of funds on deposit in any Collateral Account shall be subject 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 final paymentthis Section 2.5(e). 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 All investment earnings (net of that item, or such bank at its discretion may charge any uncollected item to any commercial account or other account belonging losses and investment expenses) shall be payable to the Borrower to whom the item was payableServicer on each Payment Date.

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under, notwithstanding and in accordance with, the instructions to debtors Collateral Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIntercreditor Agreements. (b) Amounts deposited in any 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 not bear interest be a trust account and shall not be subject 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 withdrawal the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account to the extent required by any Borrowerthis Indenture, except after full payment and discharge of all Obligations; provided, however, that if the Borrowers’ only outstanding Obligations are principal owing under Collateral Documents or the Equipment Note and the Term Loan B NoteIntercreditor Agreements, and if no such principal amount is duethereafter 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 Account under this Indenture, the Lender agrees Trustee shall receive an Officers’ Certificate directing the Trustee to remit make such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits Pending the distribution of funds in any the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall constitute proceeds of Collateral have occurred and shall not constitute payment of be continuing, the Obligations. The Lender shall from time Company may direct the Trustee to time within one Banking Day, apply deposited invest such funds in each Collateral Account 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. 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 payment of the ObligationsCompany or its designee, in any order or manner of application satisfactory each case, to the Lenderextent permitted under Section 2.01(a) and Section 3.05 hereof, by transferring such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds to in the Lender’s general account. (d) All items deposited in any Collateral Account shall be subject credited 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 Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 11.08(c).

Collateral Accounts. (a) IfThe Trustee and Collateral Agent, notwithstanding as applicable, are authorized to receive any funds for the instructions to debtors benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIntercreditor Agreement. (b) Amounts 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 Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the 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 Accounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall not bear interest receive such deposit and shall not be subject directing the Trustee and/or the Collateral Agent 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 make such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits in any Collateral Account shall constitute proceeds Pending the distribution of Collateral and shall not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each the Collateral Account Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring invest such funds in Cash Equivalents specified in such direction, such investments to mature by the Lender’s general account. (d) All items deposited 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 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 any the Collateral Account Accounts shall be subject credited 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. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 10.9(c).

Collateral Accounts. i) The Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts (each a “Collateral Account”), each in the name of the Collateral Agent or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the 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) IfThe 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, notwithstanding other than Excluded Payments and Permitted Check Payments, to be deposited directly into a Collateral Account by the instructions to debtors 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 required to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s be deposited in a Collateral Account. Until so deposited; (ii) all amounts representing the proceeds from sales of Vehicles to third parties, such Borrower shall hold other than the Manufacturers or their related auction dealers, and all such 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 trust for and as the property respect of the Lender and shall not commingle such payments with any Vehicles, other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of its other funds or propertyreceipt 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 foregoing Vehicles shall not be construed required to allow be deposited in a Collateral Account; (iv) all amounts payable by the Lender Nominee pursuant to withhold 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 payments after full payment 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 discharge determines that such amount is Proceeds of all Obligationsthe 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) Amounts The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account shall not bear interest and shall not be subject to withdrawal by Account. Promptly after the deposit of any Borrowerfunds into a Collateral Account, 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 but in no such principal amount is dueevent more than seven Business Days thereafter, the Lender agrees Servicer shall instruct the Collateral Agent in writing as to remit (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 amounts Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, the Collateral Agent shall provide such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankinformation to the Servicer. (c) All deposits in If at any Collateral Account time the Servicer or any Secured Party shall constitute proceeds of Collateral and shall receive any funds to which it is not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each Collateral Account entitled pursuant to the payment provisions of this Agreement, the ObligationsCollateral Agent, the Servicer or such Secured Party shall so advise the other parties hereto in any order writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or manner of application satisfactory such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Lender, by transferring Person so entitled thereto or as such funds to Person directs or as otherwise provided in the Lender’s general accountRelated 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 Collateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by the Servicer to the Collateral Agent. All items deposited investments of funds on deposit in any Collateral Account shall be subject 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 final paymentthis Section 2.5(e). 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 All investment earnings (net of that item, or such bank at its discretion may charge any uncollected item to any commercial account or other account belonging losses and investment expenses) shall be payable to the Borrower to whom the item was payableServicer on each Payment Date.

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders dis- tributed under, notwithstanding and in accordance with, the instructions to debtors Collateral Documents, and to make payments further distributions of such funds to the LockboxHolders according to the provisions of this Indenture, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for Documents 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 ObligationsIntercreditor Agreement. (b) Amounts 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 Documents, including earnings, revenues, rents, is- sues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall be deposited in any the Collateral Account shall not bear interest and shall not be subject to withdrawal the extent required by any Borrowerthis Indenture, except after full payment and discharge of all Obligations; provided, however, that if the Borrowers’ only outstanding Obligations are principal owing under Collateral Documents or the Equipment Note and the Term Loan B NoteIntercreditor Agreement, and if no such principal amount is duethereafter 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 Account under this Indenture, the Lender agrees Notes Collateral Agent shall receive an Officers’ Certificate directing the Notes Collateral Agent to remit make such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bankdeposit. (c) All deposits Pending the distribution of funds in any the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall constitute proceeds of have occurred and be continuing, the Company may direct the Notes Collateral and shall not constitute payment of the Obligations. The Lender shall from time Agent in writing to time within one Banking Day, apply deposited invest such funds in each 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. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Account Agent in writing to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the payment of the ObligationsCompany or its designee, in any order or manner of application satisfactory each case, to the Lenderextent permitted under Section 3.05 hereof, by transferring such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds to in the Lender’s general account. (d) All items deposited in any Collateral Account shall be subject credited 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 Notes Collateral Agent shall have no liability for the se- lection of any Cash Equivalent or for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis Section 12.08(c).

Collateral Accounts. (a) IfOn the Issue Date, notwithstanding the instructions Issuer shall deposit funds from the net proceeds of the issuance of the Initial Securities in an amount sufficient to debtors 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 LockboxCompany in an amount sufficient to enable the Company to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any Borrower receives 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 terms of such notes, the related amounts for general corporate purposes by the Issuer and (y) following expiration of the January 15, 2011 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 related amounts and any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s remaining funds for general corporate purposes by the Issuer. Prior to any release of funds from the Tender Offer Collateral Account. Until so deposited, the Issuer shall provide an Officers’ Certificate to the Collateral Agent and the party with control over such Borrower shall hold all Tender Offer Collateral Account stating the use of such payments in trust for funds and as the property of the Lender and shall not commingle confirming that such payments use complies 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 Obligationsthis Indenture. (b) Amounts deposited The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in any Collateral Account shall not bear interest accordance with, the Security Documents, and shall not be subject to withdrawal by any Borrower, except after full payment and discharge make further distributions of all Obligations; provided, however, that if such funds to the Borrowers’ only outstanding Obligations are principal owing under Holders according to the Equipment Note provisions of this Indenture 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 BankSecurity Documents. (c) All deposits Pending the distribution of funds in any the Tender Offer Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall constitute proceeds of Collateral have occurred and shall not constitute payment of be continuing, the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each Issuer may direct the party with control over such Tender Offer Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring invest such funds in Temporary Cash Investments specified in such direction, such investments to mature by the Lender’s general account. (d) All items deposited 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 have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Issuer may direct the 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 any the Tender Offer Collateral Account shall be subject credited 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.such

Collateral Accounts. (a) IfEach 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, notwithstanding as the instructions to debtors to make payments 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 Lockbox, any Borrower receives any payments on Receivables, Pledge Agreement to which it is a party. One of the two accounts of such Borrower person referred to in the preceding sentence shall deposit such payments into such Borrower’s be established and maintained by each of the Administrative Agent and the Indenture Trustee for the benefit of the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (each a "Credit Agreement Collateral Account", and collectively the "Credit Agreement Collateral Accounts"), and the second account shall be established and maintained by each of the 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"). Until so depositedAll amounts deposited in the respective Collateral Accounts shall be held by the Administrative Agent or the Indenture Trustee, such Borrower shall hold all such payments in trust for and as the property case may be, subject to the terms hereof and of the Lender and shall not commingle Pledge Agreement to which it is a party, it being understood that any such payments amounts may be released to the Borrower to the extent required by the applicable Pledge Agreement (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with any the aggregate amounts deposited in such accounts during the term of its other funds or propertythis Agreement; provided, however, that the foregoing aggregate amounts deposited in either Credit Agreement Collateral Account shall not be construed deemed to allow have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Lender to withhold Companies shall have any such payments after full payment rights with respect to, and discharge of all Obligationsthe Administrative Agent or the Indenture Trustee, as the case may be, shall have exclusive dominion and control over, the Collateral Accounts. (b) Amounts 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 be allocated as among, and deposited in, the applicable Credit Agreement Collateral Account and the 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 Account with respect to each outstanding Letter of Credit. All amounts deposited in any the Credit Agreement Collateral 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 bear 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 not be subject 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 withdrawal 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 Borrowerright or remedy hereunder or thereunder or in taking possession of, except after full payment protecting, preserving or disposing of any item of Collateral, and discharge 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 all Obligationssuch costs, expenses and amounts have been paid in full; provided, however, that if any such application shall be allocated as among the Borrowers’ only outstanding Obligations are principal owing under Credit Agreement Collateral Account (provided that the Equipment Note 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 Term Loan B NoteSenior 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 no 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 principal amount is dueOutstanding 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) or 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 Lender agrees Administrative Agent or the Indenture Trustee, as applicable, shall, to remit the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. Reimbursement Obligations (c) All deposits in any Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each Collateral Account to the payment of the pro rata among such Reimbursement 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, event that the amount of that item, or to be so applied is insufficient to pay all 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 payableReimbursement Obligations in full).

Collateral Accounts. (a) IfOn and after the Closing Date, notwithstanding the instructions to debtors to make payments Borrower will maintain the Collateral Accounts pursuant to the Lockboxterms of this Agreement, and will ensure that each Collateral Account (except with respect to the Available Cash Account) and any Borrower receives any payments on Receivables, such Borrower shall other deposit such payments into such Borrower’s Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as the property account or securities account of the Lender Borrower or its Subsidiaries in effect from time to time is subject to a Control Agreement in accordance with Section 5.20 and shall not commingle such payments with any the terms 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 ObligationsCollateral Agreement. (b) Amounts deposited in any Collateral Account shall not bear interest On and shall not be 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 dueClosing Date, the Lender agrees Borrower will deposit, or use reasonable best efforts to remit such amounts cause to such Borrower’s demand deposit account maintained be deposited, as soon as practicable following the receipt thereof, all Available Cash into the Available Cash Account in accordance with ▇▇▇▇▇ Fargo Bankthe terms of this Agreement. (c) All deposits in any On and after the Closing Date, the Borrower 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 shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each into such Collateral Account to in accordance with the payment terms of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender’s general accountthis Agreement. (d) All items deposited On and after the Second Amendment Effective Date each Obligor shall (1) maintain Collateral Accounts in a manner satisfactory to the Lead Lenders, (2) to the 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 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 Account shall be subject despite instructions to final payment. If any deposit such item is returned uncollected, the applicable Borrower will immediately pay the Lender, or, for items deposited funds in a Collateral Account, cause to be deposited, following the bank maintaining such accountreceipt thereof, the amount of that item, or such bank at its discretion may charge any uncollected item all other amounts required to any commercial account or other account belonging be deposited into a Collateral Account in a manner satisfactory to the Borrower to whom the item was payableLead Lenders.

Collateral Accounts. (a) IfThe Trustee is authorized to receive any funds for the benefit of the Holders distributed under, notwithstanding and in accordance with, the instructions to debtors Collateral Documents, and to make payments further distributions of such funds to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall deposit such payments into such Borrower’s Holders according to the provisions of this Indenture and the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust 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 ObligationsDocuments. (b) Amounts deposited in any The Collateral Account shall not bear interest and shall not be 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 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 ▇▇▇▇▇ Fargo Bankregards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to 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 Account under this Indenture, the First Lien Notes Collateral Agent shall receive an Officer’s Certificate directing the First Lien Notes Collateral Agent to make such deposit. (c) All deposits Pending the distribution of funds in any the Collateral 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 Agent 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 proceeds Cash Equivalents and that no Event of Collateral Default shall have occurred and shall not constitute payment of the Obligationsbe continuing. The Lender 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 from time have occurred and be continuing, the Company may direct the Trustee to time within one Banking Daysell, apply deposited liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under ‎Section 2.01(a) and ‎Section 3.02, 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 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 credited 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. Neither the Trustee nor the First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the bank maintaining such account, the amount provisions 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 payablethis ‎(c).