Common use of The Collateral Account Clause in Contracts

The Collateral Account. On the Effective Date, there shall be established and, at all times thereafter until the trusts created by this Collateral Trust Agreement shall have terminated, there shall be maintained in the name of the Collateral Trustee at the head office of the Collateral Trustee designated by it pursuant to Subsection 6.1 an account which is entitled the “Blockbuster Collateral Account” (the “Collateral Account”). All moneys which are required by this Collateral Trust Agreement or any Security Document to be delivered to the Collateral Trustee while a Notice of Acceleration is in effect or which are received by the Collateral Trustee or any agent or nominee of the Collateral Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Collateral Trust Agreement or any Security Document or otherwise, while a Notice of Acceleration is in effect shall be deposited in the Collateral Account to be held by the Collateral Trustee as part of the Trust Estate and applied by the Collateral Trustee only in accordance with the terms of this Collateral Trust Agreement. Upon the cancellation of all Notices of Acceleration pursuant to subsection 2.1(c) or the receipt by the Collateral Trustee of any moneys at any time when no Notice of Acceleration is in effect, the Collateral Trustee shall (subject to the first sentence of subsection 3.4(a)) cause all funds on deposit in the Collateral Account or otherwise received by the Collateral Trustee to be paid over to the Grantor.

The Collateral Account. On the Effective Date, Date there shall be established and, at all times thereafter until the trusts trust created by this Collateral Trust Agreement shall have terminated, there shall be maintained in the name of the Collateral Trustee Company at the head such office of U.S. Bank National Association as selected by the Collateral Trustee designated by it pursuant to Subsection 6.1 an account which is entitled the “Blockbuster ACAS Collateral Account” (the “Collateral Account”). All direct or indirect Proceeds of Collateral and all other moneys which that are required by this Collateral Trust Agreement or any other Trust Security Document to be delivered to the Collateral Trustee while a Notice of Acceleration is in effect or which are received by the Collateral Trustee or any agent or nominee of the Collateral Trustee in respect of the CollateralCollateral while a Notice of Acceleration is in effect, whether in connection with the exercise of the remedies provided in this Collateral Agreement, any other Trust Agreement or any Security Document or otherwiseotherwise (collectively, while a Notice of Acceleration is in effect the “Trust Monies”) shall be deposited in the Collateral Account to be held by the Collateral Trustee as part of the Trust Estate and applied by the Collateral Trustee only in accordance with the terms of this Collateral Trust Agreement. Upon For the cancellation avoidance of all Notices of Acceleration doubt, Trust Monies shall not include Prepayment Monies deposited pursuant to subsection 2.1(c(and as defined in) or Section 3A of this Agreement. Subject to Section 2.11(b), upon request of the receipt by the Collateral Trustee of any moneys Company at any time when no Notice of Acceleration is in effect, the Collateral Trustee shall (subject to the first sentence of subsection Section 3.4(a)) cause all funds on deposit in the Collateral Account or otherwise received by the Collateral Trustee to be paid over to the GrantorGrantors in accordance with their respective interests.

The Collateral Account. On the Effective Date, Date there shall be established and, at all times thereafter until the trusts created by this Collateral Trust Agreement shall have terminated, there shall be maintained in the name of the Collateral Trustee at the head office of the Collateral Trustee designated Trustee’s corporate trust division (or at such other office selected by it pursuant to Subsection 6.1 the Collateral Trustee) an account which is entitled the “Blockbuster General Motors Holdings LLC Collateral Account” (together with the sub-accounts referred to below, collectively, the “Collateral Account”). All moneys which are required by this Collateral Trust Agreement or any Trust Security Document to be delivered to the Collateral Trustee while a Notice of Acceleration has been received by the Collateral Trustee, is effective, and remains in effect or which are received by the Collateral Trustee or any agent or nominee of the Collateral Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Collateral Trust Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration has been received by the Collateral Trustee, is effective, and remains in effect shall be deposited in the Collateral Account Account, to be held by the Collateral Trustee as part of the Trust Estate and applied by the Collateral Trustee only in accordance with the terms of this Collateral Trust Agreement. Upon the withdrawal or cancellation of all Notices of Acceleration pursuant to subsection Section 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 Trustee, is effective, and remains in effect, the Collateral Trustee shall (subject to the first sentence of subsection Section 3.4(a)) cause all funds on deposit in the Collateral Account or otherwise received by the Collateral Trustee to be promptly paid over to the GrantorGrantors in accordance with their respective interests.

The Collateral Account. On the Effective Date, Date there shall be established and, at all times thereafter until the trusts created by this Collateral Trust Agreement shall have terminated, there shall be maintained in the name of the Collateral Trustee at the head office of the Collateral Trustee designated Trustee’s corporate trust division (or at such other office selected by it pursuant to Subsection 6.1 the Collateral Trustee) an account which is entitled the “Blockbuster Xxxx Collateral Account” (the “Collateral Account”). All moneys which are required by this Collateral Trust Agreement or any Trust Security Document to be delivered to the Collateral Trustee while a Notice of Acceleration an Enforcement Event is in effect or which are received by the Collateral Trustee or any agent or nominee of the Collateral Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Collateral Trust Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration an Enforcement Event is in effect shall be deposited in the Collateral Account Account, to be held by the Collateral Trustee as part of the Trust Estate and applied by the Collateral Trustee only in accordance with the terms of this Collateral Trust Agreement. Upon the cancellation of all Significant Event Notices of Acceleration pursuant to subsection 2.1(c) or the receipt by the Collateral Trustee of any moneys at any time when no Notice of Acceleration Enforcement Event is in effecteffect and no Material Default (as defined in any applicable Secured Instrument) has occurred and is continuing (as confirmed to the Collateral Trustee by the Controlling Party in writing), the Collateral Trustee shall (subject to the first sentence of subsection 3.4(a)) cause all funds on deposit in the Collateral Account or otherwise received by the Collateral Trustee to be paid over as promptly as possible to the GrantorGrantors in accordance with their respective interests.

The Collateral Account. On the Effective Date, date hereof there shall be established and, at all times thereafter until the trusts trust created by this Collateral Trust Agreement shall have terminated, there shall be maintained in the name of the Collateral Trustee Company at the head such office of the Collateral Trustee designated by it pursuant to Subsection 6.1 an account which is entitled the “Blockbuster YRC Collateral Account” (the “Collateral Account”). All direct or indirect Proceeds of Collateral and all other moneys which that are required by this Collateral Trust Agreement or any other Trust Security Document to be delivered to the Collateral Trustee while a Notice of Acceleration is in effect or which are received by the Collateral Trustee or any agent or nominee of the Collateral Trustee in respect of the CollateralCollateral while a Notice of Acceleration is in effect, whether in connection with the exercise of the remedies provided in this Collateral Agreement, any other Trust Agreement or any Security Document or otherwiseotherwise (collectively, while a Notice the “Trust Monies”), subject to the terms, conditions and provisions of Acceleration is in effect the Intercreditor Agreement, shall be deposited in the Collateral Account to be held by the Collateral Trustee as part of the Trust Estate and applied by the Collateral Trustee only in accordance with the terms of this Collateral Trust Agreement. Upon Subject to Section 2.11(b), upon request of the cancellation of all Notices of Acceleration pursuant to subsection 2.1(c) or the receipt by the Collateral Trustee of any moneys Company at any time when no Notice of Acceleration is in effect, the Collateral Trustee shall (subject to the first sentence of subsection Section 3.4(a)) cause all funds on deposit in the Collateral Account or otherwise received by the Collateral Trustee to be paid over to the GrantorGrantors in accordance with their respective interests.

The Collateral Account. On the Effective Date, Date there shall be established and, at all times thereafter until the trusts created by this Collateral Trust Agreement shall have terminated, there shall be maintained in the name of the Collateral Trustee at the head office of the Collateral Trustee designated Trustee’s corporate trust division (or at such other office selected by it pursuant to Subsection 6.1 the Collateral Trustee) an account which is entitled the “Blockbuster ATVM Tesla Collateral Account” (the “Collateral Account”). All moneys which are required by this Collateral Trust Agreement or any Trust Security Document to be delivered to the Collateral Trustee while a Notice of Acceleration Default is in effect or which are received by the Collateral Trustee or any agent or nominee of the Collateral Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Collateral Trust Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration Default is in effect (or as provided under Section 2.11(d) above) shall be deposited in the Collateral Account and Proceeds thereof to be held by the Collateral Trustee as part of the Trust Estate and applied by the Collateral Trustee only in accordance with the terms of this Collateral Trust Agreement. Upon the cancellation of all Notices of Acceleration Default pursuant to subsection Section 2.1(c) or the receipt by the Collateral Trustee of any moneys at any time when no Notice of Acceleration Default is in effect, the Collateral Trustee shall (subject to the first sentence of subsection Sections 2.11(d) and 3.4(a)) cause all funds on deposit in the Collateral Account or otherwise received by the Collateral Trustee to be paid over to the GrantorGrantors in accordance with their respective interests.

The Collateral Account. On the Effective Date, there Date the Collateral Agent ---------------------- shall be established establish and, at all times thereafter until the trusts created by this Collateral Trust Agreement shall have terminatedterminated in accordance with the terms hereof, there shall be maintained in the name of with the Collateral Trustee Agent at the head office of the Collateral Trustee designated by it pursuant to Subsection 6.1 Agent's corporate trust division an account which is shall be entitled the “Blockbuster "Navistar Leasing Company Collateral Account” " (the “"Collateral Account”"). The Collateral ------------------ Account shall be divided into various sub-accounts which shall correspond to each Electing Holder hereunder. All moneys which are required by this Collateral Trust Agreement or any Security Document to be delivered to the Collateral Trustee Agent while a Notice of Acceleration Default is in effect or which are received by the Collateral Trustee Agent or any agent or nominee of the Collateral Trustee Agent in respect of the Affected Collateral, whether in connection with the exercise of the remedies provided in this Collateral Trust Agreement or any Security Document or otherwise, while a Notice of Acceleration Default is in effect shall be deposited in the applicable Electing Holder's sub-account of the Collateral Account to be and held by the Collateral Trustee Agent as part of the Trust Estate and applied by the Collateral Trustee only in accordance with the terms of this Collateral Trust Agreement. Upon the cancellation of all Notices any Notice of Acceleration Default pursuant to subsection 2.1(c) or the receipt by the Collateral Trustee of any moneys at any time when no Notice of Acceleration is in effectSection 5.1(c), the Collateral Trustee Agent shall (subject to the first sentence of subsection 3.4(a)) cause all funds on deposit in the applicable Electing Holder's sub-account of the Collateral Account or otherwise received by the Collateral Trustee to be paid over by the Collateral Agent to the GrantorElecting Holder specified in the Notice of Default or as it may direct.

The Collateral Account. On The Company shall use commercially reasonable efforts to establish, as soon as reasonably practicable after the Effective Date, there shall be established and, at all times thereafter until the trusts created by this Collateral Trust Agreement shall have terminated, there shall be maintained in the name of the Collateral Trustee Company at the head office of the Collateral Trustee’s corporate trust division (or at such other office selected by the Collateral Trustee) a non-interest bearing trust account (together with any other similar accounts which may be established by the Collateral Trustee, in coordination with the Controlling Party, as may be necessary or advisable to administer the moneys delivered to the Collateral Trustee designated by it pursuant to Subsection 6.1 an account which is entitled the “Blockbuster Collateral Account” (terms, hereof, collectively, the “Collateral Account”). All moneys which are required by this Collateral Trust Agreement or any Trust Security Document to be delivered to the Collateral Trustee while a Notice of Acceleration Event of Default is in effect or which are received by the Collateral Trustee or any agent or nominee of the Collateral Trustee in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Collateral Trust Agreement or any Trust Security Document or otherwise, while a Notice of Acceleration Event of Default is in effect shall be deposited in the Collateral Account Account, to be held by the Collateral Trustee as part of the Trust Estate and applied by the Collateral Trustee only in accordance with the terms of this Collateral Trust Agreement. Upon the cancellation of all Notices of Acceleration Event of Default pursuant to subsection 2.1(c) or the receipt by the Collateral Trustee of any moneys at any time when no Notice of Acceleration Event of Default is in effect, the Collateral Trustee shall (subject to the first sentence of subsection 3.4(a)) cause all funds on deposit in the Collateral Account or otherwise received by the Collateral Trustee to be paid over as promptly as possible to the GrantorCompany or as otherwise directed by the Company.