Common use of The Collateral Account Clause in Contracts

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained by the Collateral Agent an account which shall be entitled the "AWHI Collateral Account" (the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under the Collateral Account, each of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys which are received by the Collateral Agent from the Company and which are identified as constituting Net Cash Proceeds (as such term is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked Account.

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter until the trusts created by this Agreement shall have terminated in accordance with the terms hereof, there shall be maintained by with the Collateral Agent Trustee at the office of the Trustee’s corporate trust division an account which shall be entitled the "AWHI “Navistar Financial Collateral Account" ” (the "“Collateral Account"”). The Collateral Agent may establish and maintain one All moneys which are required by this Agreement to be delivered to the Trustee while a Notice of Acceleration is in effect or more sub-accounts under the Collateral Account, each of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys which are received by the Collateral Agent from Trustee or any agent to the Company and which are identified as constituting Net Cash Proceeds (as such term Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Agreement or otherwise, while a Notice of Acceleration is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) effect shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed held by the Collateral Agent Trustee as part of the Trust Estate and applied in accordance with the terms of this Section 5.2(b)Agreement. All such moneys received by Upon the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence cancellation of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default pursuant to Section 5.01(c), the Trustee shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys cause all funds on deposit in the Collateral Account to be applied as follows: (i) all amounts transferred to the Collateral Account from a Proceeds Deposit Account pursuant to Section 4.07(d) shall be returned to such Proceeds Deposit Account or, at the request of Navistar Financial, to any other Proceeds Deposit Account, and (ii) all other amounts remaining in the Collateral Account (including any amounts transferred to the Collateral Account from a Securities Account pursuant to Section 4.02(e), all dividends and other payments and distributions made upon or with respect to the Subsidiary Shares transferred into the Collateral Account pursuant to Section 4.03(e) and any insurance proceeds transferred into the Collateral Account) shall be paid over by the Trustee to the Concentration Account Navistar Financial or to another Blocked Accountas it may direct.

The Collateral Account. Each Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender and from which Lender alone has power of access and withdrawal (collectively, the “Collateral Account”). In the case of any deposit that is made by a Borrower manually (i.e., the payment is received by a Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the applicable Borrower where necessary to permit the collection of any such Items of Payment, each Borrower hereby agreeing to make such endorsement. In the event any Borrower shall fail to do so, Lender is hereby authorized by each Borrower to make the endorsement in the name of the applicable Borrower. Prior to such a deposit, Borrowers will not commingle any Items of Payment with any of the other funds or property of any Borrower, but will hold them separate and apart in trust and for the account of Lender. Each Borrower shall direct its Account Debtors that all Items of Payment are to be either (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained by wired to the Collateral Agent an account which shall be entitled the "AWHI Collateral Account" Account or (the "Collateral Account"). The Collateral Agent may establish and maintain b) mailed to one or more subpost-accounts under office boxes designated by Lender, or to such other additional or replacement post-office boxes pursuant to the request of Lender from time to time (collectively, the “Lockbox”). Lender shall have unrestricted and exclusive access to the Lockbox. Each Borrower hereby authorizes Lender to inspect all Items of Payment, endorse all Items of Payment in the name of such Borrower, and deposit such Items of Payment in the Collateral Account. Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lender. In the event Items of Payment are returned to Lender for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, each of which shall constitute a the Revolving Loan Account, or other account, as appropriate. Lender will apply the whole or any part of the Collateral Account. (b) Subject collected funds credited to paragraph (c) below, all moneys which are received by the Collateral Agent from the Company and which are identified as constituting Net Cash Proceeds (as such term is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by (including funds received from the Collateral Agent in accordance with Blocked Account) against the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. Revolving Loan (c) All moneys which are received by the Collateral Agent or with respect to Items of Payment that are not proceeds of Accounts or after the Collateral at occurrence and during the continuance of an Event of Default, against any time after of the Obligations) or credit such collected funds to a Notice depository account of Acceleration Default shall have been given Borrower with Lender (or an Affiliate of Lender), the order and method of such application to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms sole discretion of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked AccountLender.

The Collateral Account. (a) On There has been established by the date hereof there shall be established ---------------------- Collateral Trustee and, at all times thereafter hereafter until the trusts created by this Agreement shall have terminated, there shall be maintained by with the Collateral Agent Trustee at its offices in Wilmington Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ North, Wilmington, Delaware 19890, an account which shall be is entitled the "AWHI Collateral Account" (herein called the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under All moneys received by the Collateral Account, each of which shall constitute a Trustee with respect to all or any part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys which are received between the receipt by the Collateral Agent from Trustee of any Notice of Actionable Default and the Company and which are identified as constituting Net Cash Proceeds (as such term is defined withdrawal of all pending Notices of Actionable Default in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indentureterms of Section 3.1(b) shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent Trustee in accordance with the terms of Section 4.5 of this Agreement. To the extent not distributed pursuant to the terms of Section 5.2(b). All such 4.5 of this Agreement, all moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence Trustee with respect to all or any part of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to between the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received receipt by the Collateral Agent with respect to the Collateral at Trustee of any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to and the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent withdrawal of all pending Notices of Actionable Default in accordance with the terms of this Collateral Agent AgreementSection 3.1(b) shall be delivered to FNV Capital following the withdrawal, if any, of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b). In the event that any such Notice of Acceleration Default shall have been withdrawn All moneys received by the Applicable Representative Collateral Trustee with respect to all or any such part of the Collateral either (i) prior to the Collateral Trustee's receipt of a Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon or (ii) after the written request withdrawal of AWHI, moneys on deposit all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b) and prior to the Collateral Account Trustee's receipt of any additional Notice of Actionable Default, shall be paid over delivered to the Concentration Account or to another Blocked AccountFNV Capital.

The Collateral Account. (a) On the date hereof Effective Date there shall be established and, at all times thereafter until the trusts created by this Trust Agreement shall have terminated, there shall be maintained by with the Collateral Agent an account Corporate Trustee at the office of the Corporate Trustee's corporate trust division, a collateral account, which shall be entitled the "AWHI Sprint Spectrum L.P. Collateral Account" (the "Collateral Account"). The Collateral Agent may establish and maintain one or more Account shall be subdivided into two sub-accounts under accounts, designated as the Collateral "Enforcement Proceeds Sub-Account" and the "Asset Sale Proceeds Sub-Account" (each, each of which shall constitute a part of the Collateral "Sub-Account"). (b) Subject All moneys which are required by this Trust Agreement or any Security Document to paragraph (c) below, all moneys be delivered to the Trustees while a Notice of Enforcement is in effect or which are received by the Trustees or any agent or nominee of the Trustees in respect of the Collateral Agent from or the Company and which are identified as constituting Net Cash Proceeds (as such term Guarantees, whether in connection with the exercise of the remedies provided in this Trust Agreement, any Guarantee or any Security Document or otherwise, while a Notice of Enforcement is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) effect shall be deposited in the Collateral Enforcement Proceeds Sub-Account and thereafter shall be heldand, applied and/or disbursed in each case, held by the Collateral Agent Corporate Trustee as part of the Trust Estate and applied in accordance with the terms of this Section 5.2(bTrust Agreement. Upon the cancellation of each effective Notice of Enforcement pursuant to subsection 2.1(c) the Corporate Trustee shall (subject to the first sentence of subsection 3.4(a) and the last sentence of subsection 3.1(c). All such moneys received by ) cause all funds on deposit in the Collateral Agent shall Enforcement Proceeds Sub-Account to be invested paid over to the Borrower; provided, however, that funds (the "Hold-Back Funds") in an amount equal to the sum of (x) the amount of funds transferred to the Enforcement Proceeds Sub-Account pursuant to the second sentence of subsection 3.1(c) and (y) the amount of funds that would have been deposited in the Asset Sale Proceeds Sub-Account but for the effectiveness of any Notice of Enforcement, together with all interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver income on such amounts, together with any accrued interest thereon, to shall be deposited in the Senior Trustee Asset Sale Proceeds Sub-Account for application to the Senior Notes in accordance with the Senior Indenture orterms of Section 3 as if such Hold-Back Funds had been deposited in such Asset Sale Proceeds Sub-Account (i) in the case of funds in an amount equal to funds referred to in (x) above, if since the Senior Indenture is not then time they were originally deposited on the Asset Sale Proceeds Sub-Account and (ii) in effect, the case of funds in an amount equal to the Junior Trustee for application funds referred to in (y) above, since the Junior Notes time they would have been deposited in accordance with the Junior IndentureAsset Sale Proceeds Sub-Account if no such Notice of Enforcement had become effective. (c) All moneys constituting proceeds of an Asset Sale which are received by the Collateral Agent with respect delivered to the Collateral at any time after a Notice of Acceleration Default shall have been given Trustees pursuant to the Collateral Agent by the Applicable Representative or a Notice provisions of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, any Secured Instrument shall be deposited in the Collateral Asset Sale Proceeds Sub-Account and thereafter shall be held, applied and/or disbursed held by the Collateral Agent Corporate Trustee as part of the Trust Estate and applied in accordance with the terms of this Collateral Agent Trust Agreement. In Upon the event that any such receipt by the Corporate Trustee of a Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority CreditorsEnforcement, upon the written request of AWHI, moneys all amounts on deposit in the Collateral Asset Sale Proceeds Sub-Account shall be paid over transferred to the Concentration Enforcement Proceeds Sub-Account; provided, that all amounts so transferred from the Asset Sale Proceeds Sub-Account to the Enforcement Proceeds Sub-Account, together with all interest and income on such amounts, shall be returned to the Asset Sale Proceeds Sub-Account under the circumstances set forth in the proviso in subsection 3.1(b). (d) The Borrower may, by delivery to the Corporate Trustee of an Asset Sale Proceeds Release Request, at any time within 270 days after the deposit of any funds in the Asset Sale Proceeds Sub-Account, request a release of such funds from the Asset Sale Proceeds Sub-Account for use in funding the acquisition of assets in accordance with the applicable provisions of the Secured Instruments. If no Notice of Enforcement is in effect on the date on which such funds are requested to be released pursuant to such Asset Sale Proceeds Release Request, the Corporate Trustee shall release to the Borrower funds from the Asset Sale Proceeds Sub-Account in accordance with such Asset Sale Proceeds Release Request. To effect such release, the Corporate Trust shall liquidate such investments of such funds in the Asset Sale Proceeds Sub-Account as shall be specified in such Asset Sale Proceeds Release Request. (e) If any funds deposited in the Asset Sale Proceeds Sub-Account have not been withdrawn therefrom within 270 days after the date of deposit thereof, such funds may thereafter be withdrawn only (i) by the Corporate Trustee while a Notice of Enforcement is in effect as contemplated by the second sentence of subsection 3.1(c) to be distributed pursuant to subsection 3.4 or (ii) pursuant to another Blocked Accountan Asset Sale Proceeds Prepayment Request, as provided in subsection 3.1(f). (f) The Borrower may, at any time, by delivery to the Corporate Trustee of an Asset Sale Proceeds Prepayment Request, request the Corporate Trustee to withdraw funds from the Asset Sale Proceeds Sub-Account and transfer such funds to Secured Parties for application by such Secured Parties toward prepayment of Secured Obligations in the manner specified by the relevant Secured Instruments. If no Notice of Enforcement is in effect on the date on which such funds are requested to be released pursuant to such Asset Sale Proceeds Prepayment Request, the Corporate Trustee shall transfer funds from the Asset Sale Proceeds Sub-Account to Secured Parties in accordance with such Asset Sale Proceeds Prepayment Request.

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained Upon demand by the Collateral Agent an following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent and from which shall be entitled the "AWHI Collateral Account" Agent alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agree to make. In the event the Borrower fails to do so, the Borrower hereby authorizes the Agent to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with the Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent may establish and maintain has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall continue to so deposit or cause to be deposited all Items of Payment to the Collateral Account notwithstanding that subsequent to such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or is no longer applicable. In addition, if the Agent has so made demand, if so directed by the Agent, the Borrower shall direct the mailing of all Items of Payment from its Account Debtors to one or more subpost-accounts under office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant to the request of the Agent from time to time (collectively, the "Lockbox"). The Agent shall have unrestricted and exclusive access to the Lockbox. Subject to the provisions of this Section, the Borrower hereby authorizes the Agent to inspect all Items of Payment, and deposit such Items of Payment in the Collateral Account. The Agent reserves the right, exercised in its reasonable discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment prior to final collection which is reasonably unsatisfactory to the Agent. In the event Items of Payment are returned to the Agent for any reason whatsoever, the Agent may, in the exercise of its reasonable discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, each of which shall constitute a the Revolving Loan Account, or other account, as appropriate. The Agent will apply the whole or any part of the collected funds credited to the Collateral Account. Account against the Revolving Loan (b) Subject or with respect to paragraph (c) below, all moneys Items for Payments which are received by not proceeds of Accounts or Inventory or after a Default or an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of the Borrower with the Agent, the order and method of such application to be in the sole discretion of the Agent. Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of an Event of Default, the Agent shall use its best efforts to apply collected funds credited to the Collateral Account to the Obligations so as to avoid or minimize any amounts which would be due under Section 2.6.4 by reason of any such application. Notwithstanding the foregoing, the Agent from agrees that it shall not be entitled to require establishment of the Company and which are identified Collateral Account and/or the Lockbox as constituting Net Cash Proceeds (as such term is defined in the Senior Indenture orresult of the occurrence of a Borrowing Base Trigger Event, if the Senior Indenture is Agent fails to so notify the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent. The foregoing sentence, however, shall not then in effect, prevent the Junior Indenture) shall be deposited in Agent from later requiring establishment of the Collateral Account and thereafter shall be heldand/or a Lockbox following the occurrence of any subsequent Borrowing Base Trigger Event; provided, applied and/or disbursed by that the Collateral Agent in accordance with so notifies the terms Borrower within ninety (90) days of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In date that the absence of such direction such moneys shall not be invested. As and when directed by Borrower has cured the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, Borrowing Base Trigger Event to the Senior Trustee for application to reasonable satisfaction of the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior IndentureAgent. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked Account.

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Actionable Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account which that shall be entitled the "AWHI Collateral Account" (the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under the Collateral Account, each of which shall constitute a part of the “Encore Capital Collateral Account. (b) Subject to paragraph (c) below, all ” All moneys which are received by the Collateral Agent from with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Company and which are identified as constituting Net Cash Proceeds (as such term Actionable Default described therein is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) cured or waived shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof. In addition, (i) any other payments received, directly or indirectly, by any Secured Party of or with respect to any of the terms Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of this Section 5.2(ban Actionable Default (including, without limitation, any amount of any balances held by any Secured Party for the account of the Borrower or any Guarantor or any other property held or owing by it to or for the credit or for the account of the Borrower or any Guarantor which has been set off or appropriated by it and any payments received upon the termination of any Rate Management Transaction prior to its stated termination date). All such moneys , (ii) any payment received by any Secured Party with respect to any of the Collateral Agent shall be invested Secured Obligations in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent insolvency or reorganization proceeding or otherwise with respect to the Collateral at Borrower or any time after Guarantor or (iii) any payment from a Notice of Acceleration Default shall have been given Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the terms of this foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent Agreementunder Section 9 hereof. In The Collateral Account at all times shall be subject to the exclusive dominion and control of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in and to the Collateral Account and all funds which may from time to time be on deposit therein to secure the prompt and complete payment and performance of the Secured Obligations. (b) Notwithstanding the foregoing, with respect to any collections or payments received by any Secured Party on or after the occurrence and during the continuance of an Actionable Default but prior to the date of the occurrence of an event that any such Notice described in clauses (a)(iii) or (b) of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice definition of Actionable Default (such event, an “Acceleration”), (1) such collections and payments shall be delivered to the Collateral Agent pursuant to the foregoing provisions, only to the extent that the principal amount of the Secured Obligations owed to such Secured Party on the date of such Acceleration is less than the principal amount of the Secured Obligations owed to such Secured Party on the date of such Actionable Default, and (2) the amount of any such collections and payments subject to the foregoing provisions shall not be so delivered until the date of the occurrence of such Acceleration. For the purposes of the preceding sentence, any collection or payment received by the Agent on behalf of the Banks shall be considered to have been received by the Banks, and applied to pay the Secured Obligations owed to the Banks, to which such payment or collection relates whether or not distributed by the Agent to the Banks. (c) Any re-allocations of any payments or distributions initially made or received on any Secured Obligations due to payments and transfers among the Secured Parties and the Collateral Agent under Section 8(b) hereof shall be deemed to reduce the Secured Obligations of any Secured Party receiving any such payment or other transfer under Section 8(b) hereof and shall be deemed to restore and reinstate the Secured Obligations of any Secured Party making any such payment or other transfer under Section 8(b) hereof, in each case by the amount of such payment and other transfer; provided that if for any reason such restoration and reinstatement shall not be binding against the Borrower or any Guarantor, the Secured Parties agree to take actions as shall have been withdrawn by Majority Creditors, upon the written request effect of AWHI, moneys on deposit placing them in the Collateral Account shall be paid over to same relative positions as they would have been if such restoration and reinstatement had been binding against the Concentration Account or to another Blocked AccountBorrower and the Guarantors.

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Actionable Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account which that shall be entitled the "AWHI Collateral Account" (the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under the Collateral Account, each of which shall constitute a part of the “Encore Capital Collateral Account. (b) Subject to paragraph (c) below, all ” All moneys which are received by the Collateral Agent from with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Company and which are identified as constituting Net Cash Proceeds (as such term Actionable Default described therein is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) cured or waived shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9. In addition, (i) any other payments received, directly or indirectly, by any Secured Party of or with respect to any of the terms Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of this Section 5.2(ban Actionable Default (including, without limitation, any amount of any balances held by any Secured Party for the account of the Borrower or any Guarantor or any other property held or owing by it to or for the credit or for the account of the Borrower or any Guarantor which has been set off or appropriated by it and any payments received upon the termination of any Rate Management Transaction prior to its stated termination date). All such moneys , (ii) any payment received by any Secured Party with respect to any of the Collateral Agent shall be invested Secured Obligations in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent insolvency or reorganization proceeding or otherwise with respect to the Collateral at Borrower or any time after Guarantor or (iii) any payment from a Notice of Acceleration Default shall have been given Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9, provided, that the terms of this foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent Agreementunder Section 9. In The Collateral Account at all times shall be subject to the exclusive dominion and control of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in and to the Collateral Account and all funds which may from time to time be on deposit therein to secure the prompt and complete payment and performance of the Secured Obligations. (b) Notwithstanding the foregoing, with respect to any collections or payments received by any Secured Party on or after the occurrence and during the continuance of an Actionable Default but prior to the date of the occurrence of an event that any such Notice described in clauses (a)(iii) or (b) of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice definition of Actionable Default (such event, an “Acceleration”), (1) such collections and payments shall be delivered to the Collateral Agent pursuant to the foregoing provisions, only to the extent that the principal amount of the Secured Obligations owed to such Secured Party on the date of such Acceleration is less than the principal amount of the Secured Obligations owed to such Secured Party on the date of such Actionable Default, and (2) the amount of any such collections and payments subject to the foregoing provisions shall not be so delivered until the date of the occurrence of such Acceleration. For the purposes of the preceding sentence, any collection or payment received by the Agent on behalf of the Banks shall be considered to have been received by the Banks, and applied to pay the Secured Obligations owed to the Banks, to which such payment or collection relates whether or not distributed by the Agent to the Banks. (c) Any re-allocations of any payments or distributions initially made or received on any Secured Obligations due to payments and transfers among the Secured Parties and the Collateral Agent under Section 8(b) shall be deemed to reduce the Secured Obligations of any Secured Party receiving any such payment or other transfer under Section 8(b) and shall be deemed to restore and reinstate the Secured Obligations of any Secured Party making any such payment or other transfer under Section 8(b), in each case by the amount of such payment and other transfer; provided that if for any reason such restoration and reinstatement shall not be binding against the Borrower or any Guarantor, the Secured Parties agree to take actions as shall have been withdrawn by Majority Creditors, upon the written request effect of AWHI, moneys on deposit placing them in the Collateral Account shall be paid over to same relative positions as they would have been if such restoration and reinstatement had been binding against the Concentration Account or to another Blocked AccountBorrower and the Guarantors.

The Collateral Account. (a) On the date hereof Trust Effective Date there shall be ---------------------------- was established and, at all times thereafter until the trusts created by this Trust Agreement shall have terminated, there shall be maintained by with the Collateral Agent Trustee at the office of the Trustee's corporate trust division an account which shall be is entitled the "AWHI Federal-Mogul Collateral Account" (the "Collateral Account"). The Collateral Agent may establish ) -------------------- and maintain one or more which is comprised of two sub-accounts under entitled the "Federal-Mogul Shared Collateral Sub-Account" (the "Shared Collateral Sub-Account") and the "Federal- ------------------------------- Mogul Other Collateral Sub-Account" (the "Other Collateral Sub-Account"), each ------------------------------ respectively. All moneys which are required by this Trust Agreement or any Trust Security Document to be delivered to the Trustee while a Notice of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys Acceleration is in effect or which are received by the Collateral Agent from Trustee or any agent or nominee of the Company and which are identified as constituting Net Cash Proceeds (as such term Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Trust Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) effect shall be deposited (i) in the Shared Collateral Sub-Account and thereafter shall be heldif such moneys are in respect of Shared Collateral or (ii) in the Other Collateral Sub-Account if such moneys are in respect of Other Collateral and, applied and/or disbursed in each case, held by the Collateral Agent Trustee as part of the Trust Estate and applied in accordance with the terms of this Section 5.2(b)Trust Agreement. All such The Trustee shall be entitled to receive a certification from the Company or the Administrative Agent as to whether moneys received by the Trustee are in respect of the Shared Collateral Agent shall be invested or the Other Collateral, and in an interest bearing bank deposit as directed by AWHI. In the absence of such direction certification shall hold such moneys shall not be investedin the Shared Collateral Sub-Account. As and when directed by Upon the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with cancellation of any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default pursuant to subsection 2.1(c), the Trustee shall have been given (subject to the Collateral Agent by the Applicable Representative or a Notice first sentence of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys subsection 3.4(a)) cause all funds on deposit in the Collateral Account shall to be paid over to the Concentration Account or to another Blocked AccountObligors in accordance with their respective interests.

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Actionable Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account which that shall be entitled the "AWHI Collateral Account" (the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under the Collateral Account, each of which shall constitute a part of the “Encore Capital Collateral Account. (b) Subject to paragraph (c) below, all ” All moneys which are received by the Collateral Agent from with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Company and which are identified as constituting Net Cash Proceeds (as such term Actionable Default described therein is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) cured or waived shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof. In addition, (i) any other payments received, directly or indirectly, by any Secured Party of or with respect to any of the terms Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of this Section 5.2(ban Actionable Default (including, without limitation, any amount of any balances held by any Secured Party for the account of the Borrower or any Guarantor or any other property held or owing by it to or for the credit or for the account of the Borrower or any Guarantor which has been set off or appropriated by it and any payments received upon the termination of any Rate Management Transaction prior to its stated termination date). All such moneys , (ii) any payment received by any Secured Party with respect to any of the Collateral Agent shall be invested Secured Obligations in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent insolvency or reorganization proceeding or otherwise with respect to the Collateral at Borrower or any time after Guarantor or (iii) any payment from a Notice of Acceleration Default shall have been given Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the terms of this foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent Agreementunder Section 9 hereof. In The Collateral Account at all times shall be subject to the exclusive dominion and control of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in and to the Collateral Account and all funds which may from time to time be on deposit therein to secure the prompt and complete payment and performance of the Secured Obligations. (b) Notwithstanding the foregoing, with respect to any collections or payments received by any Secured Party on or after the occurrence and during the continuance of an Actionable Default but SAN_FRANCISCO/#46444.4 prior to the date of the occurrence of an event that any such Notice described in clauses (a)(iii) or (b) of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice definition of Actionable Default (such event, an “Acceleration”), (1) such collections and payments shall be delivered to the Collateral Agent pursuant to the foregoing provisions only to the extent that the principal amount of the Secured Obligations owed to such Secured Party on the date of such Acceleration is less than the principal amount of the Secured Obligations owed to such Secured Party on the date of such Actionable Default, and (2) the amount of any such collections and payments subject to the foregoing provisions shall not be so delivered until the date of the occurrence of such Acceleration. For the purposes of the preceding sentence, any collection or payment received by the Agent on behalf of the Banks shall be considered to have been received by the Banks, and applied to pay the Secured Obligations owed to the Banks, to which such payment or collection relates whether or not distributed by the Agent to the Banks. (c) Any re-allocations of any payments or distributions initially made or received on any Secured Obligations due to payments and transfers among the Secured Parties and the Collateral Agent under Section 8(b) hereof shall be deemed to reduce the Secured Obligations of any Secured Party receiving any such payment or other transfer under Section 8(b) hereof and shall be deemed to restore and reinstate the Secured Obligations of any Secured Party making any such payment or other transfer under Section 8(b) hereof, in each case by the amount of such payment and other transfer; provided that if for any reason such restoration and reinstatement shall not be binding against the Borrower or any Guarantor, the Secured Parties agree to take actions as shall have been withdrawn by Majority Creditors, upon the written request effect of AWHI, moneys on deposit placing them in the Collateral Account shall be paid over to same relative positions as they would have been if such restoration and reinstatement had been binding against the Concentration Account or to another Blocked AccountBorrower and the Guarantors.

The Collateral Account. (a) On The Adviser and the date hereof there Subcustodian shall be established and, at all times thereafter there shall be maintained by act as follows with respect to the account in which the Subcustodian holds Collateral Agent an account which shall be entitled on behalf of the "AWHI Collateral Account" Lender (the "Collateral Account"). ): (a) The Collateral Agent may establish and maintain one or more sub-accounts under Subcustodian shall monthly: (i) credit the Collateral AccountAccount with all amounts, each of which shall constitute if any, paid by a Borrower in connection with a loan collateralized in whole or in part of with Collateral other than Cash Collateral; (ii) credit the Collateral Account.Account with the earnings, if any, arising from the investment of Cash Collateral; (iii) debit the Collateral Account by an amount equal to the amounts to be paid to the Borrower pursuant to the Loan Agreement; and (iv) debit the Collateral Account in an amount equal to the accrued Subcustodian's Fees described in Section 9 hereof, (b) Subject to paragraph (c) below, all moneys which are received by Whenever the Collateral Agent from the Company and which are identified as constituting Net Loan Agreement requires a return of Cash Proceeds (as such term is defined in the Senior Indenture or, if the Senior Indenture is not then in effectCollateral, the Junior Indenture) Subcustodian shall be deposited in debit the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture.amount so returned; (c) All moneys which are received by In the Collateral Agent with respect event debits to the Collateral at any time after a Notice of Acceleration Default shall have been given Account pursuant to the foregoing subsections 10 (a) and 10 (b) produce a deficit therein, the Subcustodian shall sell or otherwise liquidate investments made with Cash Collateral Agent by and credit the Applicable Representative net proceeds of such sale or a Notice of Actionable Default shall have been given liquidation to satisfy the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreementdeficit. In the event that any such Notice of Acceleration Default the foregoing does not eliminate the deficit, the Subcustodian shall have been withdrawn the right to charge the deficiency to any other account or accounts maintained by the Applicable Representative Lender with the Subcustodian; provided, however, that the Subcustodian shall not have the right to charge any accounts maintained for one Fund (as defined in section I hereof) for the obligations of another Fund. (d) If the Subcustodian, in its sole discretion, advances funds on behalf of the Lender in order to eliminate a deficiency created under the foregoing subsections 10(a), 10(b), or 10(c), the Subcustodian shall notify the Adviser. Upon receipt of such notice by the Adviser, the Lender agrees to repay the Subcustodian upon demand the amount of any advance described herein plus accrued interest at a rate per annum (based on a 360- day year for the actual number of days involved) not to exceed the fed funds rate as publicly announced to be in effect from time to time, such Notice rate to be adjusted on the effective date of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit any change in the Collateral Account shall be paid over to the Concentration Account or to another Blocked Accountfed funds rate.

The Collateral Account. (a) On the date hereof there Closing Date, the Trust Administrator shall open and thereafter maintain a segregated account held in trust in the name of the Trust Administrator (the “Collateral Account”) entitled “Collateral Account, [ - ], as Trust Administrator, in trust for the Holders of the FBRSI Trust 200 - , Mortgage Backed Securities.” On the Closing Date, the Depositor shall cause to be deposited in the Collateral Account the Collateral Securities identified on Schedule II and any other financial assets of Trust Fund. (b) The Collateral Account shall be established andan Eligible Account. If an existing Collateral Account ceases to be an Eligible Account, at the Trust Administrator shall establish a new Collateral Account that is an Eligible Account within 30 days and transfer all times thereafter there funds on deposit in such existing Collateral Account into such new Collateral Account. (c) The Depositor, the Issuer and the Indenture Trustee hereby appoint [ - ] as “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) (the “Securities Intermediary”) with respect to the Collateral Account, and the Issuer has, pursuant to the Indenture, granted to the Indenture Trustee, for the benefit of the Securityholders, a security interest to secure all amounts due Securityholders hereunder in and to the Collateral Account and the Security Entitlements to all Financial Assets credited to the Collateral Account, including without limitation all amounts, securities, investments, Collateral Securities investment property and other property from time to time deposited in or credited to the Collateral Account and all proceeds thereof. Amounts held from time to time in the Collateral Account will continue to be held by the Securities Intermediary for the benefit of the Indenture Trustee, as collateral agent, for the benefit of the Securityholders. Upon the termination of the Issuer or the discharge of the Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Securities or interests therein, the Securityholders shall be maintained deemed to have appointed [ - ] as Securities Intermediary. [ - ] hereby accepts such appointment as Securities Intermediary. (d) With respect to the assets credited to the Collateral Account, the Securities Intermediary agrees that: (i) with respect to any assets that is held in deposit accounts, each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (ii) the sole assets permitted in the Collateral Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and (iii) any such assets that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining the Collateral Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has Control; (e) The Securities Intermediary hereby confirms that (i) the Collateral Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Indenture Trustee, as collateral agent, as entitled to exercise the rights that comprise any Financial Asset credited to the Collateral Account, (ii) all the assets on deposit in the Collateral Account will be promptly credited by the Securities Intermediary to such account, and (iii) all securities or other property underlying any Financial Assets credited to the Collateral Agent an account which Account shall be entitled registered in the "AWHI name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to the Collateral Account be registered in the name of the Depositor or the Issuer, payable to the order of the Depositor or the Issuer or specially endorsed to the Depositor or the Issuer, except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank; (f) The Securities Intermediary hereby agrees that each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to the Collateral Account shall be treated as a Financial Asset; (g) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Collateral Account" (, the "Securities Intermediary shall comply with such Entitlement Order without further consent by the Depositor, the Issuer or any other Person. If at any time the Indenture Trustee or the Trust Administrator notifies the Securities Intermediary in writing that the Issuer has been terminated or the Indenture discharged in accordance herewith and with the Owner Trust Agreement or the Indenture, as applicable, and the security interest granted pursuant to the Indenture has been released, then thereafter if the Securities Intermediary shall receive any order from the Depositor or the Issuer directing transfer or redemption of any Financial Asset relating to the Collateral Account"), the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person; (h) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Collateral Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets credited to the Collateral Agent Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee (except that the Securities Intermediary may establish set-off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Collateral Account and (ii) the face amount of any checks which have been credited to the Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds); (i) There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor or the Issuer with respect to the Collateral Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail; (j) The rights and powers granted under the Indenture and herein to the Indenture Trustee have been granted in order to perfect its security interest in the Collateral Account and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Depositor or the Issuer nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interest of the Indenture Trustee in the Collateral Account, and in such Security Entitlements, has been terminated pursuant to the terms of this Agreement and the Indenture Trustee or the Issuer, as applicable, has notified the Securities Intermediary of such termination in writing; and (k) Notwithstanding anything else contained herein, the Depositor and the Issuer agree that the Collateral Account will be established only with the Securities Intermediary or another institution meeting the requirements of this Section, which by acceptance of its appointment as Securities Intermediary agrees substantially as follows: (i) it will comply with Entitlement Orders related to the Collateral Account issued by the Indenture Trustee, as collateral agent, without further consent by the Depositor or the Issuer, without further consent by the Depositor; (ii) until termination of the Issuer or discharge of the Indenture, it will not enter into any other agreement related to such accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee, as collateral agent; and (iii) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to the applicable account. (l) Notwithstanding the foregoing, the Issuer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee, the Trust Administrator and the Master Servicer to make withdrawals and distributions from the Collateral Account for the purpose of permitting the Master Servicer, the Trust Administrator or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture. (m) Each of the Depositor and the Issuer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the relevant UCC or this Agreement) as may be necessary to perfect the interests created by this Section in favor of the Issuer and the Indenture Trustee and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Depositor shall: (i) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain one the perfection of the Issuer’s and the Indenture Trustee’s security interest in the assets on deposit in the Collateral Account; and (ii) make the necessary filings of financing statements or more sub-accounts amendments thereto within five days after the occurrence of any of the following: (A) any change in its corporate name or any trade name or its jurisdiction of organization; (B) any change in the location of its chief executive office or principal place of business; and (C) any merger or consolidation or other change in its identity or corporate structure and promptly notify the Issuer and the Indenture Trustee of any such filings. (iii) Neither the Depositor nor the Issuer shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its transferee, including the Indenture Trustee. Before effecting such change, each of the Depositor or the Issuer proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its transferees, including the Indenture Trustee, in the assets on deposit in the Collateral Account. In connection with the transactions contemplated by the Operative Agreements relating to the assets on deposit in the Collateral Account, each of which shall constitute a part the Depositor and the Issuer authorizes its immediate or mediate transferee, including the Indenture Trustee, to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this Section 7.8. None of the Collateral Account. (b) Subject Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be under any liability to paragraph (c) belowthe Indenture Trustee or the Securityholders for any action taken, all moneys or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Securityholders which are received would otherwise be imposed by reason of the Collateral Agent from the Company and which are identified as constituting Net Cash Proceeds (as such term is defined Securities Intermediary’s willful misconduct, bad faith or negligence in the Senior Indenture orperformance of its obligations or duties hereunder. The Securities Intermediary and any director, if officer, employee or agent of the Senior Indenture Securities Intermediary may rely in good faith on any document of any kind which, prima facie, is not then in effect, the Junior Indenture) properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be deposited under no duty to inquire into or investigate the validity, accuracy or content of such document. The Issuer shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Agreement and carrying out its duties hereunder, including the Collateral Account costs and thereafter expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms survive any termination of this Section 5.2(b). All such moneys received by Agreement or the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In resignation or removal of the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior IndentureSecurities Intermediary. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked Account.

The Collateral Account. (a) On the date hereof hereof, there shall be established and, at all times thereafter until the Liens created by this Agreement and by each other Collateral Document shall have terminated, there shall be maintained by the Collateral US Administrative Agent at Chase (or such other bank or financial institution acceptable to the US Administrative Agent and notified to the Grantors) (i) an account which shall be entitled designated the "AWHI “Cellu Tissue First Priority Collateral Account" ” (the "“First Priority Collateral Account"”) and (ii) an account which shall be designated the “Cellu Tissue Second Priority Collateral Account” (the “Second Priority Collateral Account”). The Collateral US Administrative Agent may establish and maintain one or more sub-accounts under other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the Collateral Account, each of which shall constitute a part name of the Collateral AccountUS Administrative Agent (but may also have words referring to the applicable Grantor and the account’s purpose). (b) Subject All moneys which are required by the Credit Agreement, this Agreement or by any Mortgage or any other Collateral Document to paragraph (c) below, all moneys be delivered to the US Administrative Agent while an Event of Default has occurred and is continuing or which are received by the US Administrative Agent or any agent or nominee of the US Administrative Agent in respect of the Collateral Agent from or otherwise in accordance with the Company and which are identified as constituting Net Cash Proceeds (as such term is defined terms of the Credit Agreement, whether in connection with the Senior Indenture orexercise of the remedies provide in this Agreement or in any other Collateral Document or otherwise, if the Senior Indenture is not then in effect, the Junior Indenture) shall be deposited (i) in the First Priority Collateral Account or other Collateral Account acceptable to the US Administrative Agent, to the extent that such moneys constitute Proceeds of First Priority Collateral or constitute First Priority Collateral under the terms of the Credit Agreement and (ii) subject to the Intercreditor Agreement, in the Second Priority Collateral Account to the extent that such moneys constitute Proceeds of Second Priority Collateral or constitute Second Priority Collateral under the terms of the Credit Agreement and are not otherwise required under the Intercreditor Agreement to be delivered to the Notes Collateral Agent. (c) Moneys and other Financial Assets in the First Priority Collateral Account and thereafter the Second Priority Collateral Account shall be held, applied and/or disbursed held by the US Administrative Agent as part of the Collateral Agent and applied in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior IndentureAgreement. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked Account.

The Collateral Account. (a) On the date hereof Trust Effective Date there shall be established and, at all times thereafter until the trusts created by this Trust Agreement shall have terminated, there shall be maintained by with the Collateral Agent Trustee at the office of the Trustee's corporate trust division, an account which shall be entitled the "AWHI ANC Rental Corporation Collateral Account" (the "Collateral Account"). The Collateral Agent may establish ) and maintain one or more which shall be comprised of two segregated sub-accounts under entitled the "ANC Rental Corporation Shared Collateral Sub-Account" (the "Shared Collateral Sub-Account") and the "Senior Loan Agreement/Indenture Collateral Sub-Account" (the "Senior Loan Agreement/Indenture Sub-Account"), each respectively. All moneys which are required by this Trust Agreement or any Trust Security Document to be delivered to the Trustee while a Notice of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys Acceleration is in effect or which are received by the Collateral Agent from Trustee or any agent or nominee of the Company and which are identified as constituting Net Cash Proceeds Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Trust Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration is in effect shall be deposited (as such term is defined i) in the Senior Loan Agreement/Indenture orSub-Account, if to the Senior Indenture extent such moneys are in respect of any Collateral in which a security interest is not then in effectcreated pursuant to the Collateral and Control Agreement (such Collateral, the Junior Indenture"Other Collateral") shall be deposited and (ii) in the Shared Collateral Account and thereafter shall be heldSub-Account, applied and/or disbursed to the extent such moneys are in respect of any Collateral other than Other Collateral (such Collateral, the "Shared Collateral"), and, in each case, held by the Collateral Agent Trustee as part of the Trust Estate and applied in accordance with the terms of this Section 5.2(b)Trust Agreement. All In making any such moneys received by deposit, the Collateral Agent Trustee may rely, and shall be invested fully protected in an interest bearing bank deposit relying on a certificate of the Company as directed by AWHI. In to the absence source of such direction such moneys shall not be investeddeposit. As and when directed by Upon the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with cancellation of any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default pursuant to Section 2.1(c), the Trustee shall have been given (subject to the Collateral Agent by the Applicable Representative or a Notice first sentence of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys Section 3.4(a)) cause all funds on deposit in the Collateral Account shall to be paid over to the Concentration Account or to another Blocked AccountObligors in accordance with their respective interests.

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Event of Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account which that shall be entitled the "AWHI Collateral Account" (the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under the Collateral Account, each of which shall constitute a part of the “Photronics Collateral Account. (b) Subject to paragraph (c) below, all ” All moneys which are received by the Collateral Agent from the Company and which are identified as constituting Net Cash Proceeds (as such term is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) with respect to Collateral after receipt of a Notice of Actionable Default shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI9. In the absence addition, any other payments (“Turnover Payments”) received, directly or indirectly, by any Lender (a “Turnover Lender”) of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent or with respect to any of the Collateral at Obligations (including, without limitation, any time payment by any Guarantor under any Guaranty) after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative giving or receiving a Notice of Actionable Default (excluding any payments distributed to any Lender by the Collateral Agent in accordance with Section 9), any payment received by any Lender with respect to any of the Obligations in an insolvency or reorganization proceeding or otherwise with respect to any Borrower or any Guarantor, shall have been given promptly be delivered to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9. The Collateral Account at all times shall be subject to the terms exclusive dominion and control of this the Collateral Agent AgreementAgent. In the event that any distribution of a Turnover Payment is received by any Lender (other than the applicable Turnover Lender), then such Notice Lender that received such distribution of Acceleration Default a Turnover Payment shall purchase from such Turnover Lender an undivided participation interest in such Turnover Lender’s Obligations in an amount such that, after such purchase, the amount of any such distributions (after deduction of such Turnover Payment) shall have been withdrawn shared ratably among the Lenders as contemplated by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked AccountSection 9(a) hereof.

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Event of Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account which that shall be entitled the "AWHI Collateral Account" (the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under the Collateral Account, each of which shall constitute a part of the “▇▇▇▇▇▇▇ Collateral Account. (b) Subject to paragraph (c) below, all ” All moneys which are received by the Collateral Agent from the Company and which are identified as constituting Net Cash Proceeds (as such term is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) with respect to Collateral after receipt of a Notice of Actionable Default shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI9. In the absence addition, (i) any other payments received, directly or indirectly, by any Secured Party of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent or with respect to any of the Collateral at Secured Obligations from any time Borrower after the occurrence of an Actionable Default (including, without limitation, any amount of any balances held by any Secured Party for the account of any Borrower or any Guarantor or any other property held or owing by it to or for the credit or for the account of any Borrower or any Guarantor setoff or appropriated by it), (ii) any payment received by any Secured Party with respect to any of the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect to any Borrower or any Guarantor or (iii) any payment from a Notice of Acceleration Default shall have been given Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9, provided, that the terms of this foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent Agreementunder Section 9. In The Collateral Account at all times shall be subject to the exclusive dominion and control of the Collateral Agent. (b) Notwithstanding the foregoing, with respect to any collections or payments received by any Secured Party on or after the occurrence of an Actionable Default but prior to the date of the occurrence of an event that any such Notice described in clause (b) of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice definition of Actionable Default (such event, an “Acceleration”), (1) such collections and payments shall be delivered to the Collateral Agent pursuant to the foregoing provisions, only to the extent that the principal amount of the Secured Obligations owed to such Secured Party on the date of such Acceleration is less than the principal amount of the Secured Obligations owed to such Secured Party on the date of such Actionable Default, and (2) the amount of any such collections and payments subject to the foregoing provisions shall not be so distributed until the date of the occurrence of such Acceleration. For the purposes of the preceding sentence, any collection or payment received by the Agent on behalf of the Banks shall be considered to have been received by the Banks, and applied to pay the Secured Obligations owed to the Banks, to which such payment or collection relates whether or not distributed by the Agent to the Banks. (c) Any re-allocations of any payments or distributions initially made or received on any Secured Obligations due to payments and transfers among the Secured Parties and the Collateral Agent under Section 8(b) shall be deemed to reduce the Secured Obligations of any Secured Party receiving any such payment or other transfer under Section 8(b) and shall be deemed to restore and reinstate the Secured Obligations of any Secured Party making any such payment or other transfer under this Section 8(b), in each case by the amount of such payment and other transfer; provided that if for any reason such restoration and reinstatement shall not be binding against the Company or any Guarantor, the Secured Parties agree to take actions as shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit effect as placing them in the Collateral Account shall be paid over to same relative positions as they would have been if such restoration and reinstatement had been binding against the Concentration Account or to another Blocked AccountCompany and the Guarantors.

The Collateral Account. (a) On the date hereof Effective Date there shall be established and, at all times thereafter until the trusts created by this Agreement shall have terminated, there shall be maintained in the name of the Collateral Trustee at the office of the Collateral Trustee’s corporate trust division (or at such other office selected by the Collateral Agent Trustee) an account which shall be is entitled the "AWHI “General Motors Holdings LLC Collateral Account" ” (together with the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under referred to below, collectively, the “Collateral Account”). All moneys which are required by this Agreement or any Trust Security Document to be delivered to the Collateral Account, each Trustee while a Notice of which shall constitute a part of Acceleration has been received by the Collateral Account. (b) Subject to paragraph (c) belowTrustee, all moneys is effective, and remains in effect or which are received by the Collateral Agent from Trustee or any agent or nominee of the Company Collateral Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration has been received by the Collateral Trustee, is effective, and which are identified as constituting Net Cash Proceeds (as such term is defined remains in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) effect shall be deposited in the Collateral Account and thereafter shall Account, to be held, applied and/or disbursed held by the Collateral Agent Trustee as part of the Trust Estate and applied in accordance with the terms of this Agreement. Upon the withdrawal or cancellation of all Notices of Acceleration pursuant to Section 5.2(b). All such 2.1(c) or the receipt by the Collateral Trustee of any moneys at any time when no Notice of Acceleration has been received by the Collateral Agent shall be invested Trustee, is effective, and remains in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writingeffect, the Collateral Agent Trustee shall deliver such amounts, together with any accrued interest thereon, (subject to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (cfirst sentence of Section 3.4(a)) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys cause all funds on deposit in the Collateral Account shall or otherwise received by the Collateral Trustee to be promptly paid over to the Concentration Account or to another Blocked AccountGrantors in accordance with their respective interests.

The Collateral Account. The Securities Intermediary represents to and agrees with the Grantor and the Collateral Agent that: (a) On The Securities Intermediary maintains the date hereof there shall be established Collateral Account in the name of, and for the benefit of, the Grantor, and all property held by the Securities Intermediary for the account of the Grantor is, and will continue to be, credited to the Collateral Account and maintained therein from time to time. (b) The Collateral Account is a "securities account" as such term is used in Section 8-501(a) of the UCC and, at all times thereafter there shall be maintained by in accordance therewith, (i) the Collateral Agent an account which shall be entitled Securities Intermediary is the "AWHI Collateral Account" (securities intermediary with respect to the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under property credited from time to time to the Collateral Account, each of which shall constitute a part of (ii) the Grantor is the entitlement holder with respect to the property credited from time to time to the Collateral Account and (iii) the Securities Intermediary agrees to treat the Grantor as entitled to exercise the rights that comprise the financial assets credited to the Collateral Account. (b) Subject to paragraph (c) belowThe Securities Intermediary will comply with all notifications it receives directing it to invest, all moneys which are received withdraw, transfer or redeem any property in the Collateral Account (each, an "ENTITLEMENT ORDER") originated by the Collateral Agent from without further consent by the Company and which are identified as constituting Net Cash Proceeds (as such term is defined in Grantor or any other person; provided that, without limiting the Senior Indenture or, if absolute obligation of the Senior Indenture is not then in effect, the Junior Indenture) shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed Securities Intermediary to comply with any Entitlement Order originated by the Collateral Agent, the Collateral Agent agrees with the Grantor that the Collateral Agent will not originate any Entitlement Order except in accordance with the terms of this Section 5.2(bAgreement; provided, further, that promptly thereafter, the Securities Intermediary shall give the Grantor written notice of the same at its address specified in the Credit Agreement. (d) The Securities Intermediary shall comply with Entitlement Orders originated by the Grantor (subject to the terms of this Agreement). All such moneys received ; provided, however, if the Securities Intermediary receives a notice from the Collateral Agent that it will exercise exclusive control over the Collateral Account upon a Specified Event of Default (as hereinafter defined), the Securities Intermediary shall cease complying with Entitlement Orders or other directions concerning the Collateral Account, originated by the Grantor; provided, further, that in the event of any conflict between any Entitlement Order originated by the Grantor and any Entitlement Order originated by the Collateral Agent, the Entitlement Order originated by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenturewill prevail. (ce) All moneys which are received by the Collateral Agent with respect The Securities Intermediary will treat all cash, securities and other property credited to the Collateral at any time after a Notice Account as "financial assets" as such term is defined in Section 8-102(a)(9) of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice UCC. (f) The State of Actionable Default shall have been given to the Collateral Agent by Majority CreditorsNew York is, and will continue to be, the Securities Intermediary's jurisdiction for purposes of Section 8-110(e)(2) of the UCC so long as the Security Interest shall not have been withdrawn, shall be deposited remain in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked Accounteffect.

The Collateral Account. (a) On The Securities Administrator shall establish and maintain in the date hereof there shall be established and, at all times thereafter there shall be maintained by name of the Collateral Agent an account which shall be entitled Securities Intermediary for the "AWHI Collateral Account" benefit of the Indenture Trustee and the Noteholders one or more accounts (the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under the Collateral ) which shall be an Eligible Account, each of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys which are received by the Collateral Agent from the Company and which are identified as constituting Net Cash Proceeds (as such term is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) funds on deposit therein shall be deposited in the Collateral Account held separate and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditorsapart from, and shall not have been withdrawnbe commingled with, any other monies, including, without limitation, other monies of the Trust held by the Securities Administrator pursuant to this Agreement. If an existing Collateral Account ceases to be an Eligible Account, the Securities Administrator shall establish a new Collateral Account that is an Eligible Account within ten (10) days and transfer all funds and investment property on deposit in such existing Collateral Account into such new Collateral Account. Funds required to be held pursuant to any of the Credit Support Annexes shall be deposited in into the Collateral Account and thereafter shall be held, applied and/or disbursed Account. Funds posted by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative Yield Maintenance Counterparty (or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit its credit support provider) in the Collateral Account shall be paid over invested in Permitted Investments as directed by the Yield Maintenance Counterparty (or its credit support provider) and any investment earnings on such amounts shall be remitted to the Concentration Yield Maintenance Counterparty (or its credit support provider) pursuant to the terms of the related Credit Support Annex. Neither the Securities Administrator nor the Trust shall have any liability for any losses incurred on such investments. In the absence of written instructions from the Yield Maintenance Counterparty (or its credit support provider) as to the investment of funds in the Collateral Account, such funds shall remain uninvested. (b) On any Payment Date as to which a shortfall exists with respect to a Yield Maintenance Amount owed by the Yield Maintenance Counterparty as a result of its failure to make payments pursuant to the related Yield Maintenance Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account or and remitted to another Blocked Accountthe Note Payment Account to be applied, together with Available Funds for the related Payment Date with respect to the related Mortgage Loan Group, in accordance with the priorities set forth in Section 5.01(a). Upon termination of the Trust, any amounts remaining in the Collateral Account shall be distributed as required pursuant to the terms of the related Credit Support Annex.

The Collateral Account. (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Actionable Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account which that shall be entitled the "AWHI Collateral Account" (the "Collateral Account"). The Collateral Agent may establish and maintain one or more sub-accounts under the Collateral Account, each of which shall constitute a part of the “Encore Capital Collateral Account. (b) Subject to paragraph (c) below, all ” All moneys which are received by the Collateral Agent from with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Company and which are identified as constituting Net Cash Proceeds (as such term Actionable Default described therein is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) cured or waived shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof. In addition, (i) any other payments received, directly or indirectly, by any Secured Party of or with respect to any of the terms Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of this Section 5.2(ban Actionable Default (including, without limitation, any amount of any balances held by any Secured Party for the account of the Borrower or any Guarantor or any other property held or owing by it to or for the credit or for the account of the Borrower or any Guarantor which has been set off or appropriated by it and any payments received upon the termination of any Rate Management Transaction prior to its stated termination date). All such moneys , (ii) any payment received by any Secured Party with respect to any of the Collateral Agent shall be invested Secured Obligations in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent insolvency or reorganization proceeding or otherwise with respect to the Collateral at Borrower or any time after Guarantor or (iii) any payment from a Notice of Acceleration Default shall have been given Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the terms of this foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent Agreementunder Section 9 hereof. In The Collateral Account at all times shall be subject to the exclusive dominion and control of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in and to the Collateral Account and all funds which may from time to time be on deposit therein to secure the prompt and complete payment and performance of the Secured Obligations. (b) Notwithstanding the foregoing, with respect to any collections or payments received by any Secured Party on or after the occurrence and during the continuance of an Actionable Default but prior to the date of the occurrence of an event that any such Notice described in clauses (a)(iii) or (b) of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice definition of Actionable Default (such event, an “Acceleration”), (1) such collections and payments shall be delivered to the Collateral Agent pursuant to the foregoing provisions only to the extent that the principal amount of the Secured Obligations owed to such Secured Party on the date of such Acceleration is less than the principal amount of the Secured Obligations owed to such Secured Party on the date of such Actionable Default, and (2) the amount of any such collections and payments subject to the foregoing provisions shall not be so delivered until the date of the occurrence of such Acceleration. For the purposes of the preceding sentence, any collection or payment received by the Agent on behalf of the Banks shall be considered to have been received by the Banks, and applied to pay the Secured Obligations owed to the Banks, to which such payment or collection relates whether or not distributed by the Agent to the Banks. (c) Any re-allocations of any payments or distributions initially made or received on any Secured Obligations due to payments and transfers among the Secured Parties and the Collateral Agent under Section 8(b) hereof shall be deemed to reduce the Secured Obligations of any Secured Party receiving any such payment or other transfer under Section 8(b) hereof and shall be deemed to restore and reinstate the Secured Obligations of any Secured Party making any such payment or other transfer under Section 8(b) hereof, in each case by the amount of such payment and other transfer; provided that if for any reason such restoration and reinstatement shall not be binding against the Borrower or any Guarantor, the Secured Parties agree to take actions as shall have been withdrawn by Majority Creditors, upon the written request effect of AWHI, moneys on deposit placing them in the Collateral Account shall be paid over to same relative positions as they would have been if such restoration and reinstatement had been binding against the Concentration Account or to another Blocked AccountBorrower and the Guarantors.

The Collateral Account. (a) On the date hereof hereof, there shall be established and, at all times thereafter until the Liens created by this Agreement and by each other Collateral Document shall have terminated, there shall be maintained by with the Collateral Agent at the office of the Collateral Agent’s corporate trust administration, an account which shall be entitled the "AWHI “Cellu Tissue First Priority Collateral Account" ” (the "“First-Priority Collateral Account"”) and an account which shall be entitled the “Cellu Tissue Second-Priority Collateral Account” (the “Second-Priority Collateral Account”). The All moneys which are required by the Indenture, this Agreement or by any Mortgage to be delivered to the Collateral Agent may establish while an Event of Default has occurred and maintain one is continuing or more sub-accounts under the Collateral Account, each of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys which are received by the Collateral Agent from or any agent or nominee of the Company and which are identified as constituting Net Cash Proceeds (as such term is defined Collateral Agent in respect of the Senior Indenture orCollateral or otherwise in accordance with the tee ins of the Indenture, if whether in connection with the Senior Indenture is not then exercise of the remedies provided in effectthis Agreement or in any other Collateral Document or otherwise, the Junior Indenture) shall be deposited (as directed pursuant to an Officers’ Certificate as defined under the Indenture) (a) in the First-Priority Collateral Account, to the extent that such moneys constitute Proceeds of First-Priority Collateral or constitute First-Priority Collateral under the terms of the Indenture and (b) in the Second-Priority Collateral Account, to the extent that such moneys constitute Proceeds of Second-Priority Collateral or constitute Second-Priority Collateral under the terms of the Indenture and are not otherwise required under the Intercreditor Agreement to be delivered to the Bank Administrative Agent. Moneys in the First-Priority Collateral Account and thereafter the Second-Priority Collateral Account shall be held, applied and/or disbursed held by the Collateral Agent as part of the Collateral and applied in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior IndentureAgreement. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked Account.

The Collateral Account. (a) On the date hereof Trust Effective Date there shall be was ---------------------------- established and, at all times thereafter until the trusts created by this Trust Agreement shall have terminated, there shall be maintained by with the Collateral Agent Trustee at the office of the Trustee's corporate trust division an account which shall be is entitled the "AWHI Federal-Mogul Collateral Account" (the "Collateral Account"). The Collateral Agent may establish ) and maintain one or more ------------------ which is comprised of two sub-accounts under entitled the "Federal-Mogul Shared Collateral Sub-Account" (the "Shared Collateral Sub-Account") and the "Federal- ----------------------------- Mogul Other Collateral Sub-Account" (the "Other Collateral Sub-Account"), each ---------------------------- respectively. All moneys which are required by this Trust Agreement or any Trust Security Document to be delivered to the Trustee while a Notice of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys Acceleration is in effect or which are received by the Collateral Agent from Trustee or any agent or nominee of the Company and which are identified as constituting Net Cash Proceeds (as such term Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Trust Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) effect shall be deposited (i) in the Shared Collateral Sub-Account and thereafter shall be heldif such moneys are in respect of Shared Collateral or (ii) in the Other Collateral Sub-Account if such moneys are in respect of Other Collateral and, applied and/or disbursed in each case, held by the Collateral Agent Trustee as part of the Trust Estate and applied in accordance with the terms of this Section 5.2(b)Trust Agreement. All such The Trustee shall be entitled to receive a certification from the Company or the Administrative Agent as to whether moneys received by the Trustee are in respect of the Shared Collateral Agent shall be invested or the Other Collateral, and in an interest bearing bank deposit as directed by AWHI. In the absence of such direction certification shall hold such moneys shall not be investedin the Shared Collateral Sub-Account. As and when directed by Upon the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with cancellation of any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default pursuant to subsection 2.1(c), the Trustee shall have been given (subject to the Collateral Agent by the Applicable Representative or a Notice first sentence of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys subsection 3.4(a)) cause all funds on deposit in the Collateral Account shall to be paid over to the Concentration Account or to another Blocked AccountObligors in accordance with their respective interests.

The Collateral Account. Each Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender and from which Lender alone has power of access and withdrawal (collectively, the “Collateral Account”). In the case of any deposit that is made by a Borrower manually (i.e., the payment is received by a Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such deposit shall be made promptly after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the applicable Borrower where necessary to permit the collection of any such Items of Payment, each Borrower hereby agreeing to make such endorsement. In the event any Borrower shall fail to do so, Lender is hereby authorized by each Borrower to make the endorsement in the name of the applicable Borrower. Prior to such a deposit, Borrowers will not commingle any Items of Payment with any of the other funds or property of any Borrower, but will hold them separate and apart in trust and for the account of Lender. Each Borrower shall direct its Account Debtors that all Items of Payment are to be either (a) On the date hereof there shall be established and, at all times thereafter there shall be maintained by wired to the Collateral Agent an account which shall be entitled the "AWHI Collateral Account" Account or (the "Collateral Account"). The Collateral Agent may establish and maintain b) mailed to one or more subpost-accounts under office boxes designated by Lender, or to such other additional or replacement post-office boxes pursuant to the request of Lender from time to time (collectively, the “Lockbox”). Lender shall have unrestricted and exclusive access to the Lockbox. Each Borrower hereby authorizes Lender to inspect all Items of Payment, endorse all Items of Payment in the name of such Borrower, and deposit such Items of Payment in the Collateral Account. Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lender. In the event Items of Payment are returned to Lender for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, each the Revolving Loan Account, or other account, as appropriate. Subject to the terms of which shall constitute a the immediately following sentence, Lender will apply the whole or any part of the Collateral Account. (b) Subject collected funds credited to paragraph (c) below, all moneys which are received by the Collateral Agent from the Company and which are identified as constituting Net Cash Proceeds (as such term is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by against the Collateral Agent in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. Revolving Loan (c) All moneys which are received by the Collateral Agent or with respect to Items of Payment that are not proceeds of Accounts or after the Collateral at occurrence and during the continuance of an Event of Default, against any time after of the Obligations) or credit such collected funds to a Notice depository account of Acceleration Default shall have been given Borrower with Lender (or an Affiliate of Lender), the order and method of such application to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms sole discretion of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked AccountLender.

The Collateral Account. (a) On the date hereof hereof, there shall be established and, at all times thereafter until the Liens created by this Agreement and by each other Collateral Document shall have terminated, there shall be maintained by with the Collateral Agent at the office of the Collateral Agent’s corporate trust administration, an account which shall be entitled the "AWHI “Cellu Tissue First Priority Collateral Account" ” (the "“First-Priority Collateral Account"”) and an account which shall be entitled the “Cellu Tissue Second-Priority Collateral Account” (the “Second-Priority Collateral Account”). The All moneys which are required by the Indenture, this Agreement or by any Mortgage to be delivered to the Collateral Agent may establish while an Event of Default has occurred and maintain one is continuing or more sub-accounts under the Collateral Account, each of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys which are received by the Collateral Agent from or any agent or nominee of the Company and which are identified as constituting Net Cash Proceeds (as such term is defined Collateral Agent in respect of the Senior Indenture orCollateral or otherwise in accordance with the terms of the Indenture, if whether in connection with the Senior Indenture is not then exercise of the remedies provided in effectthis Agreement or in any other Collateral Document or otherwise, the Junior Indenture) shall be deposited (as directed pursuant to an Officers’ Certificate as defined under the Indenture) (a) in the First-Priority Collateral Account, to the extent that such moneys constitute Proceeds of First-Priority Collateral or constitute First-Priority Collateral under the terms of the Indenture and (b) in the Second-Priority Collateral Account, to the extent that such moneys constitute Proceeds of Second-Priority Collateral or constitute Second-Priority Collateral under the terms of the Indenture and are not otherwise required under the Intercreditor Agreement to be delivered to the Bank Administrative Agent. Moneys in the First-Priority Collateral Account and thereafter the Second-Priority Collateral Account shall be held, applied and/or disbursed held by the Collateral Agent as part of the Collateral and applied in accordance with the terms of this Section 5.2(b). All such moneys received by the Collateral Agent shall be invested in an interest bearing bank deposit as directed by AWHI. In the absence of such direction such moneys shall not be invested. As and when directed by the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior IndentureAgreement. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default shall have been given to the Collateral Agent by the Applicable Representative or a Notice of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys on deposit in the Collateral Account shall be paid over to the Concentration Account or to another Blocked Account.

The Collateral Account. (a) On the date hereof Trust Effective Date there shall --------------------------- be established and, at all times thereafter until the trusts created by this Trust Agreement shall have terminated, there shall be maintained by with the Collateral Agent Trustee at the office of the Trustee's corporate trust division, an account which shall be entitled the "AWHI Federal-Mogul Collateral Account" (the "Collateral ---------- Account") and which shall be comprised of two sub-accounts entitled the ------- "Federal-Mogul Restricted Collateral Sub-Account" (the "Restricted Collateral --------------------- Sub-Account") and the "Federal-Mogul Other Collateral Sub-Account" (the "Other ----------- ----- Collateral Sub-Account"), respectively. The Collateral Agent may establish and maintain one All moneys which are required by this ---------------------- Trust Agreement or more sub-accounts under any Trust Security Document to be delivered to the Collateral Account, each Trustee while a Notice of which shall constitute a part of the Collateral Account. (b) Subject to paragraph (c) below, all moneys Acceleration is in effect or which are received by the Collateral Agent from Trustee or any agent or nominee of the Company and which are identified as constituting Net Cash Proceeds (as such term Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Trust Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration is defined in the Senior Indenture or, if the Senior Indenture is not then in effect, the Junior Indenture) effect shall be deposited (i) in the Restricted Collateral Sub-Account and thereafter shall be heldif such moneys are in respect of Restricted Collateral or (ii) in the Other Collateral Sub-Account if such moneys are in respect of Other Collateral and, applied and/or disbursed in each case, held by the Collateral Agent Trustee as part of the Trust Estate and applied in accordance with the terms of this Section 5.2(b)Trust Agreement. All such The Trustee shall be entitled to receive a certification from the Company or the Administrative Agent as to whether moneys received by the Trustee are in respect of the Restricted Collateral Agent shall be invested or the Other Collateral, and in an interest bearing bank deposit as directed by AWHI. In the absence of such direction certification shall hold such moneys shall not be investedin the Restricted Collateral Sub-Account. As and when directed by Upon the Applicable Representative in writing, the Collateral Agent shall deliver such amounts, together with cancellation of any accrued interest thereon, to the Senior Trustee for application to the Senior Notes in accordance with the Senior Indenture or, if the Senior Indenture is not then in effect, to the Junior Trustee for application to the Junior Notes in accordance with the Junior Indenture. (c) All moneys which are received by the Collateral Agent with respect to the Collateral at any time after a Notice of Acceleration Default pursuant to Section 2.1(c), the Trustee shall have been given (subject to the Collateral Agent by the Applicable Representative or a Notice first sentence of Actionable Default shall have been given to the Collateral Agent by Majority Creditors, and shall not have been withdrawn, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with the terms of this Collateral Agent Agreement. In the event that any such Notice of Acceleration Default shall have been withdrawn by the Applicable Representative or any such Notice of Actionable Default shall have been withdrawn by Majority Creditors, upon the written request of AWHI, moneys Section 3.4(a)) cause all funds on deposit in the Collateral Account shall to be paid over to the Concentration Account or to another Blocked AccountObligors in accordance with their respective interests.