LOAN PARTY HAS NO RIGHT OF WITHDRAWAL FROM THE
DBTCA ACCOUNT, (II) THE FUNDS ON DEPOSIT IN THE DBTCA ACCOUNT SHALL AT ALL TIMES
CONTINUE TO BE COLLATERAL SECURITY FOR ALL OF THE SECURED OBLIGATIONS, AND (III)
THE FUNDS ON DEPOSIT IN THE DBTCA ACCOUNT SHALL BE APPLIED AS PROVIDED IN THIS
AGREEMENT AND THE INTERCREDITOR AGREEMENT.
IN THE EVENT THAT, NOTWITHSTANDING
THE PROVISIONS OF THIS SECTION 2.21, ANY LOAN PARTY RECEIVES OR OTHERWISE HAS
DOMINION AND CONTROL OF ANY PROCEEDS OR COLLECTIONS REQUIRED TO BE TRANSFERRED
TO THE DBTCA ACCOUNT PURSUANT TO SECTION 2.21(D), SUCH PROCEEDS AND COLLECTIONS
SHALL BE HELD IN TRUST BY SUCH LOAN PARTY FOR THE AGENT, SHALL NOT BE COMMINGLED
WITH ANY OF SUCH LOAN PARTY'S OTHER FUNDS OR DEPOSITED IN ANY ACCOUNT OF SUCH
LOAN PARTY AND SHALL PROMPTLY BE DEPOSITED INTO THE DBTCA ACCOUNT OR DEALT WITH
IN SUCH OTHER FASHION AS SUCH LOAN PARTY MAY BE INSTRUCTED BY THE AGENT.
(H) SO LONG AS (I) NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND (II)
NO LIQUIDITY EVENT AS TO WHICH THE AGENT HAS NOTIFIED THE BORROWER HAS OCCURRED
AND IS CONTINUING, THE LOAN PARTIES MAY DIRECT, AND SHALL HAVE SOLE CONTROL
OVER, THE MANNER OF DISPOSITION OF FUNDS IN THE BLOCKED ACCOUNTS.
(I) ANY AMOUNTS HELD OR RECEIVED IN THE DBTCA ACCOUNT (INCLUDING ALL INTEREST
AND OTHER EARNINGS WITH RESPECT THERETO, IF ANY) AT ANY TIME (X) WHEN ALL OF THE
SECURED OBLIGATIONS HAVE BEEN SATISFIED OR (Y) ALL EVENTS OF DEFAULT AND
LIQUIDITY EVENTS HAVE BEEN CURED, SHALL (SUBJECT IN THE CASE OF CLAUSE (X) TO
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT), BE REMITTED TO THE OPERATING
ACCOUNT OF THE BORROWER.
SECTION 2.22. RESERVES; CHANGE IN RESERVES.
THE AGENT MAY AT ANY TIME AND FROM
TIME TO TIME IN THE EXERCISE OF ITS PERMITTED DISCRETION ESTABLISH AND INCREASE
OR DECEASE RESERVES; PROVIDED THAT THE AGENT SHALL HAVE PROVIDED THE BORROWER AT
LEAST TEN (10) BUSINESS DAYS PRIOR WRITTEN NOTICE OF ANY SUCH ESTABLISHMENT OR
INCREASE; AND PROVIDED FURTHER, THAT THE AGENT MAY ONLY ESTABLISH OR INCREASE A
RESERVE AFTER THE DATE HEREOF BASED ON AN EVENT, CONDITION OR OTHER CIRCUMSTANCE
ARISING AFTER THE CLOSING DATE OR BASED ON FACTS NOT KNOWN TO THE AGENT AS OF
THE CLOSING DATE.
THE AMOUNT OF ANY RESERVE ESTABLISHED BY THE AGENT SHALL HAVE
A REASONABLE RELATIONSHIP TO THE EVENT, CONDITION OR OTHER MATTER THAT IS THE
BASIS FOR THE RESERVE.
UPON DELIVERY OF SUCH NOTICE, THE AGENT SHALL BE
AVAILABLE TO DISCUSS THE PROPOSED RESERVE OR INCREASE, AND THE BORROWER MAY TAKE
SUCH ACTION AS MAY BE REQUIRED SO THAT THE EVENT, CONDITION OR MATTER THAT IS
THE BASIS FOR SUCH RESERVE OR INCREASE NO LONGER EXISTS, IN A MANNER AND TO THE
EXTENT REASONABLY SATISFACTORY TO THE AGENT IN THE EXERCISE OF ITS PERMITTED
DISCRETION.
IN NO EVENT SHALL SUCH NOTICE AND OPPORTUNITY LIMIT THE RIGHT OF
THE AGENT TO ESTABLISH OR CHANGE SUCH RESERVE, UNLESS THE AGENT SHALL HAVE
DETERMINED