Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any 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 or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date.

Collateral Accounts. The Collateral Each of Opinion Research Corporation, Macro International Inc. and Intercreditor ORC ProTel, Inc. shall establish a separate collateral account with the Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1collectively, the “Collateral AccountAccounts”) established with the Securities Intermediary, pursuant ). Each Borrower shall deposit or cause to Section 4.5, be deposited into a collateral account designated for such Borrower on Schedule C hereto (or any Peso-denominated account opened as otherwise designated by the Agent), all checks, drafts, cash and other remittances received by the Borrowers, and shall deposit such items for credit to the applicable Collateral Accounts within one (1) Business Day of the receipt thereof and Intercreditor Agent in precisely the form received. Pending such deposit, the Borrowers will not commingle any such items of payment with any Mexican bank of their other funds or institution established pursuant property, but will hold them separate and apart. The Borrowers hereby covenant and agree that the Collateral Accounts shall secure the Obligations and hereby grants, assigns and transfers to Section 4.5 (which account shall be deemed or at the direction of the Agent, for the benefit of the Lenders ratably, a continuing security interest in all of the Borrowers’ right, title and interest in and to the Collateral Account)Accounts, (i) whenever created or established. Subject to the proceeds terms of any sale or foreclosure action taken pursuant to this Agreement or any other Loan Document, the Agent may apply funds in the Collateral Document and (ii) Accounts to any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividendsprincipal, lease payments interest or other proceeds payment(s) not made when due, whether arising under this Loan Agreement and/or any other Loan Document, or any other Obligation of the Borrowers, without notice to the Borrowers, without regard to the origin of the deposits in respect the account, the beneficial ownership of any Collateral the funds therein or whether such Obligations are owed jointly with another or severally; the order and any cash or other assets constituting Collateral or proceeds thereof held method of such application to be in any deposit accounts or securities accounts the sole discretion of any Grantor and any amounts transferred the Agent. The Agent’s right to deduct sums due under the Loan Documents from the Proceeds Account or Event of Loss AccountBorrowers’ account(s) shall not relieve the Borrowers from their obligation to make all payments required by the Loan Documents as and when required by the Loan Documents, in each case upon and the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in not have any currency other than Dollars into Dollars on obligation to make any such deductions or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary any liability whatsoever for any failure to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Datedo so.

Collateral Accounts. The Borrower shall, and shall cause each Guarantor to, provide Agent five (5) days prior written notice before establishing any Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, Account at or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution financial institution. In addition, for each Collateral Account that any Borrower or Guarantor at any time maintains (and in connection with any such Collateral Account established pursuant after the Closing Date, prior to Section 4.5 (which account shall be deemed a opening such Collateral Account), Borrower shall, and shall cause each Guarantor to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement, inter alia, (a) provides that, upon written notice from Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Collateral Account without further consent by Borrower or such Guarantor and (b) may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) the proceeds Deposit Account maintained at Zions Bank as set out in the Perfection Certificate for so long as the balance maintained in such account does not exceed Five Hundred Fifty Thousand Dollars ($500,000) at any time, (ii) Deposit Accounts subject to a Lien permitted by clause (k) of the definition of “Permitted Liens” for so long as a Lien in favor of Agent on such Deposit Account is prohibited, (iii) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s discretion, other employee wage and benefit payments to or for the benefit of a Credit Party’s employees and identified to Agent by Borrower as such; provided, however, that, at all times from and after the date which is thirty (30) days following the earlier to occur of (x) the initial Tranche 2 Funding Date and (y) Borrower’s cash and cash equivalents as of the end of any sale month do not exceed $30,000,000, Borrower shall maintain one (1) or foreclosure action taken pursuant more separate Deposit Accounts to this Agreement or hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Collateral Document Deposit Account. The total amount of cash and cash equivalents held by (i) Recursion GmbH in Deposit Accounts shall not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000) (or the foreign currency equivalent thereof) at any one time and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise Subsidiaries that are not Guarantors (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 Recursion GmbH) shall not, individually or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of aggregate, exceed Five Hundred Thousand Dollars ($500,000) (or the foreign currency equivalent thereof) at any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Dateone time.

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) The Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed to perform the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction obligations of the Secured Obligations, whether from Custodian as defined under the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise Group 1 Credit Support Annexes (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“Group 1 Custodian”); provided that the Collateral and Intercreditor Agent . The Group 1 Custodian shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a establish Group 1 Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any The Group 1 Collateral Account shall be held in the name of the Group 1 Custodian in trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties Holders of the Class 1-A, Class 1-M and Class 1-B Certificates. The Group 1 Collateral Account must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 1 Collateral Account, Group 1 Supplemental Interest Trust Trustee, as Group 1 Custodian for the purpose benefit of making payments therefrom holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” The Group 1 Custodian shall credit to the Group 1 Collateral Account all collateral (whether in the form of cash or securities) posted by [CAP/SWAP COUNTERPARTY] to secure the obligations of [CAP/SWAP COUNTERPARTY] in accordance with Section 4.2 and shall constitute part the terms of the Collateralrelated Group 1 Credit Support Annex. The Collateral and Intercreditor Agent Group 1 Custodian shall maintain such sub-accounts and records apply all collateral and earnings thereon on deposit in the Group 1 Collateral Account in accordance with the related Group 1 Credit Support Annex. Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex shall be invested at the written direction of [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the requirements of the related Group 1 Credit Support Annex. All amounts earned on amounts on deposit in the Group 1 Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 1 Schedule) with respect to each Collateral Account [CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as will permit defined in the segregation and allocation Group 1 Schedule) as a result of proceeds any such Event of Collateral Default or Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the related Group 1 Credit Support Annex) that are then due, then any collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with Section 4.2. The Collateral and Intercreditor Agent the related Group 1 Credit Support Annex, shall establish a Peso-denominated Collateral Account, and be applied by the Group 1 Custodian to the payment of any Obligations due to Party B (as defined in the case related Group 1 Credit Support Annex) in accordance with the related Group 1 Credit Support Annex. Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex and remaining after payment of any all amounts owing to Party B shall be withdrawn from the Group 1 Collateral Account established and paid to [CAP/SWAP COUNTERPARTY] in connection accordance with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Daterelated Group 1 Credit Support Annex.

Collateral Accounts. The Collateral (a) Each of the Administrative Agent and Intercreditor 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 shall depositor Indenture Trustee, promptly upon receipt thereof, into a Dollar-denominated trust account as the case may be (together with each and not in any other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Accountcapacity), (i) in respect of the proceeds Shared Collateral upon an Event of Default, including all monies received on account of any sale of or foreclosure action taken other realization upon any of the Shared Collateral pursuant to this the Pledge Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction to which it is a party. One of the Secured Obligations, whether from two accounts of such person referred to in the Collateral, the Company, the Guarantors, any Affiliate preceding sentence shall be established and maintained by each of the Company or otherwise (Administrative Agent 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 or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent Indenture Trustee for the benefit of the Secured 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 purpose benefit of making payments therefrom the Senior Note Creditors (each a "Senior Note Collateral Account", and collectively, the "Senior Note Collateral Accounts", and, together with the Credit Agreement Collateral Accounts, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Administrative Agent or the Indenture Trustee, as the case may be, subject to the terms hereof and of the Pledge Agreement to which it is a party, it being understood that any such 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 Section 4.2 and the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in either Credit Agreement Collateral Account shall constitute part be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Collateral. The Collateral and Intercreditor Agent Companies shall maintain such sub-accounts and records have any rights with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Accountto, and in the Administrative Agent or the Indenture Trustee, as the case of any may be, shall have exclusive dominion and control over, the Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue DateAccounts.

Collateral Accounts. (a) The Collateral and Intercreditor Agent shall depositestablish and maintain three accounts into which it shall (except as otherwise explicitly provided in any Security Document) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) in respect of the Collateral upon an Actionable Default, promptly including all monies received on account of any sale of or other realization upon receipt thereof, into a Dollar-denominated trust account (together with each other account created any of the Collateral pursuant to this Section 4.1, any Security Document and all amounts allocated from the “Special Collateral Account”) established with the Securities Intermediary, Account pursuant to Section 4.57.2; provided, or however, that notwithstanding any Peso-denominated account opened by other provision of this Agreement, if the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) shall be a Bank Creditor, amounts that the proceeds 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 sale or foreclosure action taken pursuant to this Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the provisions of the Credit Agreement or any other and shall not be deposited in the Collateral Document Accounts and (ii) any monies otherwise received for satisfaction of the Secured Obligationsshall be a Noteholder, whether from the Collateral, the Company, the Guarantors, any 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 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 currency other than Dollars into Dollars on or promptly following Collateral as provided herein and in the day received at the Actual Conversion Rate on the day of such conversion (and may open an accountSecurity Documents, which shall be deemed a distributed by it in accordance with the terms of the Note Agreement and shall not be deposited in the Collateral Account, if necessary Accounts. One of the three accounts referred to receive funds in such other currency prior to conversion). All monies held in any Collateral Account the preceding sentence shall be trust funds held by the Collateral established and Intercreditor Agent maintained for the benefit of the Secured Parties 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 purpose benefit of making payments therefrom the Noteholders (the "Note Agreement Collateral Account") and the third such account shall be established and maintained for the benefit of the LOC Creditors (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Note Agreement Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Security Documents, it being understood that any such amounts may be released to any Obligor to the extent required by any of the Security Documents (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with Section 4.2 and the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall constitute part of the Collateralbe deemed to have been reduced by any amounts released from such account pursuant to paragraph (d) below). The Obligors shall have no rights with respect to, and the Collateral and Intercreditor Agent shall maintain such sub-accounts have exclusive dominion and records with respect control over, the Collateral Accounts. Prior to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case liquidation of any Collateral Account established in connection with by the Comegua Pledged StockCollateral Agent and the allocation of the proceeds of such Collateral to the Collateral Accounts, a Balboa-denominated such Collateral Account promptly following shall be held by the Issue DateCollateral Agent for the ratable benefit of the Participating Creditors.

Collateral Accounts. Collateral Agent is hereby authorized to establish and maintain at its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, two blocked accounts in 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 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 Agent shall depositAgreement and, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created in the case of amounts deposited therein pursuant to this Sections 2.4(B)(ii)(d) and 2.4(B)(ii)(e) of the Credit Agreement, such sections thereof. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in Section 4.15.4b, Section 2.4(B)(ii)(d) or Section 2.4(B)(ii)(e) of the Credit Agreement, as applicable, with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstanding, the “Collateral Account”) established with Accounts shall be subject to such applicable laws, and such applicable regulations of the Securities IntermediaryBoard of Governors of the Federal Reserve System and of any other appropriate banking or Governmental Authority, pursuant to Section 4.5, as may now or any Peso-denominated account opened by hereafter be in effect. All deposits of funds in the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account Accounts shall be deemed made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Collateral Account), (iGrantor) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any 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 Accountimmediately available funds, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom addressed in accordance with Section 4.2 and shall constitute part instructions of Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the Collateraldate, amount and method of delivery of such deposit. The 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 Intercreditor Agent terms. Subject to Collateral Agent's rights hereunder, any interest earned on deposits of cash in the Collateral Accounts shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Accountbe deposited directly in, and held in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue DateAccounts.

Collateral Accounts. (a) The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, establish and maintain at its principal banking office in New York City separate accounts into a Dollar-denominated trust account which it shall (together with each except as otherwise explicitly provided in any Loan Document) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other account created capacity) in respect of the Collateral or pursuant to this Section 4.1enforcement of any Guarantee, the “Collateral Account”) established with the Securities Intermediaryin either case, pursuant to Section 4.5following an Acceleration, or any Peso-denominated including all monies received on account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale of or foreclosure action taken pursuant to other realization upon any of the Collateral; provided, however, that notwithstanding any other provision of this Agreement, amounts that Chase shall receive on account of the Obligations in its capacity as Administrative Agent (except for payment by the US Borrower following an Acceleration which shall be applied as set forth herein) or otherwise in its capacity as a Lender (including by voluntary or mandatory prepayment), and not through enforcement of a Guarantee or through the sale of or other realization upon any Collateral, shall be distributed by it in accordance with the provisions of the Credit Agreement or any other applicable Interest Rate Agreement and shall not be deposited in the Collateral Document and (ii) any monies otherwise received for satisfaction Accounts. One of the Secured Obligations, whether from accounts referred to in the Collateral, the Company, the Guarantors, any 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 or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which preceding sentence shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral established and Intercreditor Agent maintained for the benefit of the Secured Parties Administrative Agent and the US Lenders in respect of the Obligations owing to the US Lenders and the Administrative Agent (the "Domestic Collateral Account"), a second account shall be established and maintained for the purpose benefit of making payments therefrom the Canadian Administrative Agent and the Canadian Lenders in respect of the Obligations owing to the Canadian Lenders and the Canadian Administrative Agent (the "Canadian Collateral Account"), a third account shall be established and maintained for the benefit of the Multicurrency Administrative Agent and the Non-US/Canadian Lenders in respect of the Obligations owing to the Non-US/Canadian Lenders and the Multicurrency Administrative Agent (the "Non-US/Canadian Collateral Account" and, together with the Domestic Collateral Account and the Canadian 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 other Loan Documents, it being understood that any such amounts may be released to the applicable Borrower to the extent required by the Loan Documents (any amounts so released to be released from the Collateral Accounts pro rata in accordance with Section 4.2 the aggregate amounts deposited in such accounts during the term of this Agreement) or upon payment in full of all Obligations and shall constitute part termination of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation all Letters of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue DateCredit.

Collateral Accounts. (a) The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, establish and maintain at its principal banking office in New York City three accounts into a Dollar-denominated trust account which it shall (together with each 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 account created pursuant to this Section 4.1, the “Collateral Account”capacity) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by in respect of the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which upon an Event of Default, including all monies received on account shall be deemed a Collateral Account), (i) the proceeds of any sale of or foreclosure action taken other realization upon any of the Collateral pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction the Master Pledge Agreement. One of the Secured Obligations, whether from three accounts referred to in the Collateral, the Company, the Guarantors, any 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 or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which preceding sentence shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral established and Intercreditor Agent maintained for the benefit of the Secured Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the purpose benefit of making payments therefrom the Senior Note Creditors (the "Senior Note Collateral Account") and the third such account shall be established and maintained for the benefit of the L/C Parties (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Senior Note Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Master Pledge Agreement, it being understood that any such amounts may be released to the Issuers to the extent required by the Master Pledge Agreement (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with Section 4.2 and the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall constitute part be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Collateral. The Issuers or the Guarantors shall have any rights with respect to, and the Collateral and Intercreditor Agent shall maintain such sub-accounts have exclusive dominion and records with respect to each control over, the Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue DateAccounts.

Collateral Accounts. The Collateral (a) Upon the occurrence of an event by a Swap Provider requiring such party to post collateral as described in the applicable Swap Agreement, the Securities Administrator shall establish and Intercreditor Agent shall depositmaintain with itself, promptly upon receipt thereofas agent for the Trustee, into a Dollar-denominated on behalf of the Supplemental Interest Trust, separate, segregated trust account accounts (together with each other account created pursuant to this Section 4.1, the “Collateral Accounts”) titled, “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4, Mortgage Pass-Through Floor Collateral Account”) established with , “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities IntermediaryMortgage Loan Trust, pursuant to Section 4.5Series 2007-OA4, or any PesoMortgage Pass-denominated account opened by Through Certificate Swap Collateral Account” , “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4 Mortgage Pass-Through Class I-A-1B Swap Collateral Account” and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4 Mortgage Pass-Through Class A-2A Swap Collateral Account”, respectively. The Collateral Accounts shall be deemed a Collateral Account)Eligible Direct Support Accounts, (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligationsmonies, whether from the Collateral, the Company, the Guarantors, any 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 or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect Securities Administrator held pursuant to each Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any Collateral Account established in connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Datethis Agreement.

Collateral Accounts. The As such times as it deems appropriate, the Collateral and Intercreditor Agent shall depositestablish and, promptly upon receipt thereofat all times thereafter until this Agreement shall have terminated, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, maintain at its principal banking office in New York City the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), following three accounts: (i) the proceeds LIFO L/C Cash Collateral Account, (ii) the Existing L/C Cash Collateral Account and (iii) a collateral account (the "PRIMARY COLLATERAL ACCOUNT"; collectively with the LIFO L/C Cash Collateral Account, and the Existing L/C Cash Collateral Account, the "COLLATERAL ACCOUNTS"). The Collateral Agent shall deposit into (x) the LIFO L/C Cash Collateral Account all amounts (1) received by it and designated for such purpose in accordance with subsection 3.5 or Section 8 of the LIFO Credit Agreement or (2) distributed by it in respect of First Priority Obligations constituting outstanding LIFO Letters of Credit on the applicable Distribution Date pursuant to clause "SECOND" of Section 4.3(b); (y) the Existing L/C Cash Collateral Account all amounts (1) received by it and designated for such purpose in accordance with Section 2.2(f) of this Agreement or Section 8 of the Existing Credit Agreement or (2) distributed by it in respect of Second Priority Obligations constituting outstanding Existing Letters of Credit on the applicable Distribution Date pursuant to clause "THIRD" of Section 4.3(b) and (z) except as provided in the preceding clauses (x) and (y), the Primary Collateral Account all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) in respect of the Collateral, including all monies received on account of any sale of or foreclosure action taken other realization upon any of the Collateral pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction Security Document, as a result of the Secured Obligationsenforcement of rights and remedies under the Security Documents, whether from the Collateral, the Company, the Guarantors, any Affiliate as a result of the Company turnover obligations contained in Section 3.2 hereof or otherwise (and including, without limitation, any dividends, lease payments or other proceeds otherwise. All amounts deposited 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 or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which Accounts shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral Agent subject to the terms hereof and Intercreditor Agent for the benefit of the Secured Parties for Security Documents. Neither the purpose of making payments therefrom in accordance Borrower nor any Guarantor shall have any rights with Section 4.2 respect to, and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts have exclusive dominion and records with respect control over, the Collateral Accounts; PROVIDED that so long as no Default or Event of Default shall have occurred and be continuing, the Collateral Agent shall pay to each the Borrower interest accrued on amounts on deposit in the Existing L/C Cash Collateral Account as will permit and the segregation and allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, and in the case of any LIFO L/C Cash Collateral Account established in connection with on the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following the Issue Date.last day of each month

Collateral Accounts. The Collateral and Intercreditor Agent Each Borrower or Lessor, as the context may require, shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust establish prior to the relevant Drawdown Date at the Security Trustee an account (each a “Collateral Account” and together with each other account created pursuant to this Section 4.1, the “Collateral AccountAccounts”) established with in the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by name of and under the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction control of the Secured ObligationsSecurity Trustee, whether from the Collateralinto which all Basic Rent, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral Return Compensation Payments 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 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 under a Swap Agreement with respect thereto, shall be deposited into the relevant Collateral Account, . The balance from time to time in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which Accounts shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by under the Collateral and Intercreditor Agent for the benefit control of the Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 Security Trustee and shall constitute part of the CollateralMortgaged Property hereunder and shall not constitute payment of the Secured Obligations until applied as herein provided and shall be subject to withdrawal only as provided herein. The 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 Intercreditor Agent shall maintain such sub-accounts 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 records with respect to each the Security Trustee agree that any amounts received into the relevant Collateral Account as will permit and not immediately applied pursuant to Section 3.01 or 3.02 may be invested from time to time in Agreed Investments unless otherwise instructed by the segregation and allocation relevant Mortgagor, or, following the occurrence of proceeds a Default or an Event of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral AccountDefault which is continuing, the Required Participants, and in that any income earned or losses incurred on such investments will be for the case account of any the relevant Mortgagor (where funds credited to such Collateral Account established 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 connection with the Comegua Pledged Stock, a Balboa-denominated Collateral Account promptly following may be paid to the Issue Daterelevant Mortgagor or the Borrower Parent.