Common use of The Collateral Account Clause in Contracts

The Collateral Account. (a) 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 that shall be entitled the “Encore Capital Collateral Account.” All moneys received by the Collateral Agent with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Actionable Default described therein is 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 Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an 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), (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 the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof. 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.

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 (a) Upon receipt 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 Agent of a Notice of Actionable DefaultAccount), 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 that deposit shall be entitled made not later than the “Encore Capital Collateral Account.” All moneys received by next Business Day after the Collateral Agent with respect to Collateral after date of receipt of a Notice the Items of Actionable Default and until such time as the Actionable Default described therein is cured or waived 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) wired to the Collateral Account or (b) mailed to one or more post-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 thereafter 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 held, applied and/or disbursed by charged back to the Collateral Agent in accordance with Section 9 hereofAccount, the Revolving Loan Account, or other account, as appropriate. In addition, Lender will apply the whole or any part of the collected funds credited to the Collateral Account (iincluding funds received from the Blocked Account) any other payments received, directly or indirectly, by any Secured Party of against the Revolving Loan (or with respect to any Items of the Secured Obligations from the Borrower Payment that are not proceeds of Accounts or any Guarantor after the occurrence and during the continuance of an Actionable Default (includingEvent of Default, 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), (ii) any payment received by any Secured Party with respect to against any of the Secured Obligations in Obligations) or credit such collected funds to a depository account of Borrower with Lender (or an insolvency or reorganization proceeding or otherwise with respect to the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the foregoing clauses (iAffiliate of Lender), (ii) the order and (iii) shall not apply method of such application to distributions by be in the Collateral Agent under Section 9 hereof. The Collateral Account at all times shall be subject to the exclusive dominion and control sole discretion 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 ObligationsLender.

The Collateral Account. (a) 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 that shall be entitled the “Encore Capital Collateral Account.” All moneys received by the Collateral Agent with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Actionable Default described therein is 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 hereof9. In addition, (i) any other payments received, directly or indirectly, by any Secured Party of or with respect to any of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an 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), (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 the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof9, provided provided, that the foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof9. 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.

The Collateral Account. (a) Upon receipt demand by the Collateral Agent of following a Notice of Actionable Default, and until such time as the Actionable Default described therein is cured or waivedBorrowing 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 the Agent alone has power of access and withdrawal (the "Collateral Agent shall establish and maintain at its principal office an interest-bearing account that Account"). Each deposit shall be entitled made not later than the “Encore Capital Collateral Account.” All moneys received by next Business Day after the Collateral Agent with respect to Collateral after date of receipt of a Notice the Items of Actionable Default and until such time as the Actionable Default described therein is cured or waived Payment. The Items of Payment shall be deposited in precisely the Collateral Account and thereafter shall be heldform received, applied and/or disbursed by except for the Collateral Agent in accordance with Section 9 hereofendorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agree to make. In additionthe event the Borrower fails to do so, (i) any other payments received, directly or indirectly, by any Secured Party of or with respect the Borrower hereby authorizes the Agent to any make the endorsement in the name of the Secured Obligations from Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with the Borrower's other funds or any Guarantor after the occurrence property, but will hold them separate and during the continuance of an Actionable Default (including, without limitation, any amount of any balances held by any Secured Party 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 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 post-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, the Revolving Loan Account, or other account, as appropriate. The Agent will apply the whole or any Guarantor part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments which are not proceeds of Accounts or Inventory or after a Default or an Event of Default, against any other property held of the Obligations) or owing by it credit such collected funds to or for the credit or for the a depository account of the Borrower or any Guarantor which has been set off or appropriated by it with the Agent, the order and any payments received upon method of such application to be in the termination sole discretion of any Rate Management Transaction the Agent. Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of an Event of Default, the Agent shall use its stated termination date), (ii) any payment received by any Secured Party with respect best efforts to any of the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect to the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof. 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 collected funds credited to the Collateral Account and all funds to the Obligations so as to avoid or minimize any amounts which may from time would be due under Section 2.6.4 by reason of any such application. Notwithstanding the foregoing, the Agent agrees that it shall not be entitled to time be on deposit therein to secure the prompt and complete payment and performance require establishment of the Secured ObligationsCollateral Account and/or the Lockbox as the result of the occurrence of a Borrowing Base Trigger Event, if the 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 prevent the Agent from later requiring establishment of the Collateral Account and/or a Lockbox following the occurrence of any subsequent Borrowing Base Trigger Event; provided, that the Agent so notifies 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 Collateral Account. (a) Upon receipt There has been established by the ---------------------- Collateral Agent of a Notice of Actionable DefaultTrustee and, and at all times hereafter until such time as the Actionable Default described therein is cured or waivedtrusts created by this Agreement shall have terminated, there shall be maintained with the Collateral Agent shall establish and maintain Trustee at its principal office offices in Wilmington Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx North, Wilmington, Delaware 19890, an interest-bearing account that shall be which is entitled the “Encore Capital "Collateral Account.” " (herein called the "Collateral Account"). All moneys received by the Collateral Agent Trustee with respect to all or any part of the Collateral after between the receipt by the Collateral Trustee of a any Notice of Actionable Default and until such time as the withdrawal of all pending Notices of Actionable Default described therein is cured or waived in accordance with the terms 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 9 hereof4.5 of this Agreement. In additionTo the extent not distributed pursuant to the terms of Section 4.5 of this Agreement, all moneys received by the Collateral Trustee with respect to all or any part of the Collateral between the receipt by the Collateral Trustee of any Notice of Actionable Default and the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 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). All moneys received by the Collateral Trustee with respect to all or any part of the Collateral either (i) any other payments received, directly or indirectly, by any Secured Party prior to the Collateral Trustee's receipt of or with respect to any a Notice of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an 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), (ii) any payment received by any Secured Party after the withdrawal of all pending Notices of Actionable Default in accordance with respect to any the terms of the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect Section 3.1(b) and prior to the Borrower or Collateral Trustee's receipt of any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligationsadditional Notice of Actionable Default, shall, in each case, promptly shall be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof. 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 ObligationsFNV Capital.

The Collateral Account. (a) Upon receipt If the Lender requests, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and from which the Lender alone has power of access and withdrawal (the "Collateral Agent of Account"). When a Notice of Actionable DefaultCollateral Account is in existence, 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 that each deposit shall be entitled made not later than the “Encore Capital Collateral Account.” All moneys received by next Business Day after the Collateral Agent with respect to Collateral after date of receipt of a Notice the Items of Actionable Default and until such time as the Actionable Default described therein is cured or waived Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Lender to make the endorsement in the name of any or all of the Borrowers. During any period when a Collateral Account and thereafter shall be heldis in place, applied and/or disbursed by prior to such a deposit, the Collateral Agent in accordance Borrowers will not commingle any Items of Payment 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 Secured Obligations from the Borrower Borrowers' other funds or any Guarantor after the occurrence property, but will hold them separate and during the continuance of an Actionable Default (including, without limitation, any amount of any balances held by any Secured Party apart in trust and for the account of the Borrower Lender. In addition, if so directed by the Lender, the Borrowers shall direct the mailing of all Items of Payment from their Account Debtors to one or any Guarantor more post-office boxes designated by the Lender, or any to such other property held additional or owing by it replacement post-office boxes pursuant to or for the credit or for the account request of the Borrower or any Guarantor which has been set off or appropriated by it Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and any payments received upon exclusive access to the termination Lockbox. After a Collateral Account is established, tithe Borrowers hereby authorize the Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any Rate Management Transaction prior to its stated termination date), (ii) any payment received by any Secured Party with respect to any or all of the Secured Obligations Borrowers, and deposit such Items of Payment in an insolvency or reorganization proceeding or otherwise with respect to the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereofAccount. The Collateral Account at all times shall be subject to Lender reserves 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 exercised in its sole and interest in and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and all funds to disallow credit for any Item of Payment which may is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time time, forward such Items of Payment a second time. Any returned Items of Payment shall be on deposit therein charged back to secure the prompt and complete payment and performance Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the Secured collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the Lender (or an Affiliate of the Lender), the order and method of such application to be in the sole discretion of the Lender. On the first day of each month, the Borrowers shall pay the Lender an amount equal to the additional interest which would have accrued on the Revolving Loan during the preceding month if collections in the Collateral Account during the month had been received two (2) Business Days subsequent to their actual receipt; any resulting increase in the amount of interest payable by the Borrowers shall be part of the Obligations.

The Collateral Account. (a) Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Actionable Event of Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account that shall be entitled the “Encore Capital Xxxxxxx Collateral Account.” All moneys received by the Collateral Agent with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Actionable Default described therein is 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 hereof9. In addition, (i) any other payments received, directly or indirectly, by any Secured Party of or with respect to any of the Secured Obligations from the any Borrower or any Guarantor after the occurrence and during the continuance of an Actionable Default (including, without limitation, any amount of any balances held by any Secured Party for the account of the any Borrower or any Guarantor or any other property held or owing by it to or for the credit or for the account of the any Borrower or any Guarantor which has been set off setoff or appropriated by it and any payments received upon the termination of any Rate Management Transaction prior to its stated termination dateit), (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 the any Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof9, provided provided, that the foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof9. 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.

The Collateral Account. (a) Upon receipt On the 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 with the Collateral Agent Trustee at the office of a Notice of Actionable Defaultthe Trustee's corporate trust division, 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 that which shall be entitled the “Encore Capital "ANC Rental Corporation Collateral Account.” " (the "Collateral Account") and which shall be comprised of two segregated sub-accounts 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"), 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 Acceleration is in effect or which are received by the Collateral Agent Trustee or any agent or nominee of the Trustee in respect of the Collateral, whether in connection with respect to Collateral after receipt the exercise of the remedies provided in this Trust Agreement or any Trust Security Document or otherwise, while a Notice of Actionable Default and until such time as the Actionable Default described therein Acceleration is cured or waived in effect 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 receivedin the Senior Loan Agreement/Indenture Sub-Account, directly or indirectly, by any Secured Party of or with to the extent such moneys are in respect to any of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an Actionable Default (including, without limitation, any amount of any balances held by any Secured Party for Collateral in which a security interest is created pursuant to the account of Collateral and Control Agreement (such Collateral, 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 "Other Collateral") and any payments received upon the termination of any Rate Management Transaction prior to its stated termination date), (ii) any payment received by any Secured Party with respect to any of in the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect Shared Collateral Sub-Account, to the Borrower or extent such moneys are in respect of any Guarantor or Collateral other than Other Collateral (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligationssuch Collateral, shallthe "Shared Collateral"), and, in each case, promptly be delivered to the Collateral Agent 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 Trust Agreement. In making any such deposit, the Trustee may rely, and shall be fully protected in relying on a certificate of the Company as to the source of such deposit. Upon the cancellation of any Notice of Acceleration pursuant to Section 9 hereof, provided that the foregoing clauses (i2.1(c), the Trustee shall (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof. The Collateral Account at all times shall be subject to the exclusive dominion and control first sentence of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, Section 3.4(a)) cause all funds on behalf of and for the ratable benefit of the Secured Parties, a security interest deposit 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 paid over to secure the prompt and complete payment and performance of the Secured ObligationsObligors in accordance with their respective interests.

The Collateral Account. On the Trust Effective Date there was ---------------------------- established and, at all times thereafter until the trusts created by this Trust Agreement shall have terminated, there shall be maintained with the Trustee at the office of the Trustee's corporate trust division an account which is entitled the "Federal-Mogul Collateral Account" (athe "Collateral Account") Upon receipt and ------------------ which is comprised of two sub-accounts 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"), ---------------------------- respectively. All moneys which are required by this Trust Agreement or any Trust Security Document to be delivered to the Collateral Agent of Trustee while a Notice of Actionable Default, and until such time as the Actionable Default described therein Acceleration is cured in effect or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account that shall be entitled the “Encore Capital Collateral Account.” All moneys which are received by the Collateral Agent Trustee or any agent or nominee of the Trustee in respect of the Collateral, whether in connection with respect to Collateral after receipt the exercise of the remedies provided in this Trust Agreement or any Trust Security Document or otherwise, while a Notice of Actionable Default and until such time as the Actionable Default described therein Acceleration is cured or waived in effect 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 in the Shared Collateral Sub-Account if such moneys are in respect of Shared Collateral or indirectly, by any Secured Party of or with respect to any of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an 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), (ii) any payment received by any Secured Party with in the Other Collateral Sub-Account if such moneys are in respect to any of the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect to the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shallOther Collateral and, in each case, promptly be delivered to the Collateral Agent 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 Section 9 hereofthe terms of this Trust Agreement. 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 or the Other Collateral, provided that and in the foregoing clauses (iabsence of such certification shall hold such moneys in the Shared Collateral Sub-Account. Upon the cancellation of any Notice of Acceleration pursuant to subsection 2.1(c), the Trustee shall (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof. The Collateral Account at all times shall be subject to the exclusive dominion and control first sentence of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, subsection 3.4(a)) cause all funds on behalf of and for the ratable benefit of the Secured Parties, a security interest deposit 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 paid over to secure the prompt and complete payment and performance of the Secured ObligationsObligors in accordance with their respective interests.

The Collateral Account. (a) Upon receipt On the 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 with the Collateral Agent Trustee at the office of a Notice of Actionable Defaultthe Trustee's corporate trust division, 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 that which shall be entitled the “Encore Capital "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. All moneys which are required by this ---------------------- Trust Agreement or any Trust Security Document to be delivered to the Trustee while a Notice of Acceleration is in effect or which are received by the Collateral Agent Trustee or any agent or nominee of the Trustee in respect of the Collateral, whether in connection with respect to Collateral after receipt the exercise of the remedies provided in this Trust Agreement or any Trust Security Document or otherwise, while a Notice of Actionable Default and until such time as the Actionable Default described therein Acceleration is cured or waived in effect 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 in the Restricted Collateral Sub-Account if such moneys are in respect of Restricted Collateral or indirectly, by any Secured Party of or with respect to any of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an 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), (ii) any payment received by any Secured Party with in the Other Collateral Sub-Account if such moneys are in respect to any of the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect to the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shallOther Collateral and, in each case, promptly be delivered to the Collateral Agent 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 Trust Agreement. 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 or the Other Collateral, and in the absence of such certification shall hold such moneys in the Restricted Collateral Sub-Account. Upon the cancellation of any Notice of Acceleration pursuant to Section 9 hereof, provided that the foregoing clauses (i2.1(c), the Trustee shall (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof. The Collateral Account at all times shall be subject to the exclusive dominion and control first sentence of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, Section 3.4(a)) cause all funds on behalf of and for the ratable benefit of the Secured Parties, a security interest deposit 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 paid over to secure the prompt and complete payment and performance of the Secured ObligationsObligors in accordance with their respective interests.

The Collateral Account. (a) Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Actionable Event of Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account that shall be entitled the “Encore Capital Photronics Collateral Account.” All moneys received by the Collateral Agent with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Actionable Default described therein is 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 hereof9. In addition, (i) any other payments (“Turnover Payments”) received, directly or indirectly, by any Secured Party Lender (a “Turnover Lender”) of or with respect to any of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an Actionable Default (including, without limitation, any amount of any balances held payment by any Secured Party for the account Guarantor under any Guaranty) after giving or receiving a Notice 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 Actionable Default (excluding any payments received upon distributed to any Lender by the termination of any Rate Management Transaction prior to its stated termination dateCollateral Agent in accordance with Section 9), (ii) any payment received by any Secured Party Lender with respect to any of the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect to the any Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured ObligationsGuarantor, shall, in each case, shall promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof9. The Collateral Account at all times shall be subject to the exclusive dominion and control of the Collateral Agent. Each In the event that any distribution of a Turnover Payment is received by any Lender (other than the Borrower and each Guarantor hereby pledgesapplicable Turnover Lender), assigns and grants to the Collateral Agent, on behalf then such Lender that received such distribution of and for the ratable benefit of the Secured Parties, a security Turnover Payment shall purchase from such Turnover Lender an undivided participation interest in all such Turnover Lender’s Obligations in an amount such that, after such purchase, the amount of its right, title and interest in and to any such distributions (after deduction of such Turnover Payment) shall have been shared ratably among 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 ObligationsLenders as contemplated by Section 9(a) hereof.

The Collateral Account. (a) Upon receipt On the date 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 with the Collateral Agent at the office 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 Agent’s corporate trust administration, an interest-bearing account that which shall be entitled the “Encore Capital 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”). All moneys received which are required by the Collateral Agent with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Actionable Default described therein is cured Indenture, this Agreement 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 Mortgage to any of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an 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), (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 the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent while an Event of Default has occurred and thereafter shall be held, applied and/or disbursed is continuing or which are received by the Collateral Agent or any agent or nominee of the Collateral Agent in respect of the Collateral or otherwise in accordance with Section 9 hereofthe terms of the Indenture, whether in connection with the exercise of the remedies provided in this Agreement or in any other Collateral Document or otherwise, 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 foregoing clauses (i), (ii) terms of the Indenture and (iiib) 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 the Second-Priority Collateral Account shall not apply to distributions be held by the Collateral Agent under Section 9 hereof. The Collateral Account at all times shall be subject to the exclusive dominion and control as part of the Collateral Agent. Each and applied in accordance with the terms 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 Obligationsthis Agreement.

The Collateral Account. On the Trust Effective Date there ---------------------------- was established and, at all times thereafter until the trusts created by this Trust Agreement shall have terminated, there shall be maintained with the Trustee at the office of the Trustee's corporate trust division an account which is entitled the "Federal-Mogul Collateral Account" (athe "Collateral Account") Upon receipt -------------------- and which is comprised of two sub-accounts 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"), ------------------------------ respectively. All moneys which are required by this Trust Agreement or any Trust Security Document to be delivered to the Collateral Agent of Trustee while a Notice of Actionable Default, and until such time as the Actionable Default described therein Acceleration is cured in effect or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account that shall be entitled the “Encore Capital Collateral Account.” All moneys which are received by the Collateral Agent Trustee or any agent or nominee of the Trustee in respect of the Collateral, whether in connection with respect to Collateral after receipt the exercise of the remedies provided in this Trust Agreement or any Trust Security Document or otherwise, while a Notice of Actionable Default and until such time as the Actionable Default described therein Acceleration is cured or waived in effect 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 in the Shared Collateral Sub-Account if such moneys are in respect of Shared Collateral or indirectly, by any Secured Party of or with respect to any of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an 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), (ii) any payment received by any Secured Party with in the Other Collateral Sub-Account if such moneys are in respect to any of the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect to the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shallOther Collateral and, in each case, promptly be delivered to the Collateral Agent 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 Section 9 hereofthe terms of this Trust Agreement. 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 or the Other Collateral, provided that and in the foregoing clauses (iabsence of such certification shall hold such moneys in the Shared Collateral Sub-Account. Upon the cancellation of any Notice of Acceleration pursuant to subsection 2.1(c), the Trustee shall (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof. The Collateral Account at all times shall be subject to the exclusive dominion and control first sentence of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, subsection 3.4(a)) cause all funds on behalf of and for the ratable benefit of the Secured Parties, a security interest deposit 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 paid over to secure the prompt and complete payment and performance of the Secured ObligationsObligors in accordance with their respective interests.