Common use of Operation of Collateral Accounts Clause in Contracts

Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuing. (c) If an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Controlled Securities Account may, until withdrawn, be invested and reinvested in such Cash Equivalents as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, the Collateral Agent may select such Cash Equivalents; provided further, that the Collateral Agent shall not be liable or responsible for any loss resulting from any such investment or reinvestment in any Cash Equivalents selected by it except for losses caused by Collateral Agent's gross negligence or willful misconduct. (c) Funds held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments Cash Equivalents as the Borrower relevant Lien Grantor shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any Cash Equivalents; provided further, that the Collateral Agent shall not be liable or responsible for any loss resulting from any such investment income received on the or reinvestment in any Cash Equivalents selected by it except for losses caused by Collateral Accounts will be deposited into and become part of the Cash Collateral AccountsAgent's gross negligence or willful misconduct. (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 10 applies), the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period an Event of Default shall have occurred and be continuing. If an Event of Default no longer exists, the Collateral Agent will reinstate such Lien Grantor's rights. (ce) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1416. (f) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal (provided, that the Collateral Agent shall not be liable or responsible for any loss resulting from any such liquidation except for losses caused by Collateral Agent's gross negligence or willful misconduct) and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Liquid Investments as the Borrower QSC shall request from time to time; provided that (i) if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on Liquid Investments and (ii) if such Liquid Investments are to be held in a Securities Account, either (x) the Cash Collateral Accounts will be deposited into and become part of Agent is the Cash Collateral Accounts. (b) With Entitlement Holder with respect to each Controlled Deposit Account such Liquid Investments or (y) the relevant Entitlement Holder and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and delivered it to the relevant Lien Grantor may withdraw, or direct Collateral Agent (which shall enter into the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuingsame). (c) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect to the Collection Account i) retain all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1411. (d) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section ‎Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuing. (c) If an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section ‎Section 14.

Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuing. (c) If an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Controlled Securities Account may, until withdrawn, be invested and reinvested in Cash or in such Cash Equivalents as the relevant Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, Collateral Agent may select such Cash Equivalents. (c) Funds held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in Cash and in such Permitted Investments Cash Equivalents as the Borrower relevant Grantor shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral AccountsEquivalents. (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 10 applies), the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period an Event of Default shall have occurred and be continuing. (ce) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1416. (f) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments Cash Equivalents as the Borrower relevant Grantor shall request from time to time; provided that that, with respect to any Cash Collateral Account, if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral AccountsEquivalents. (bc) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts)Account, the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period an Event of Default described in Section 7.1(a) (whether due to acceleration or otherwise) of the Credit Agreement shall have occurred and be continuing. (cd) If an Event of Default described in Section 7.1(a) (whether due to acceleration or otherwise) of the Credit Agreement shall have occurred and be continuing, the Collateral Agent may (with respect to the Collection Account and the Letter of Credit Accounti) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidateretain, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidateretain, any or all cash or investments then held in such Collateral any Controlled Deposit Account and/or (ii) withdraw any amounts held therein and apply such amounts as provided in Section 147.6 or Section 7.7 of the Credit Agreement. (e) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the US Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the US Borrower shall request from time to time; provided that (i) prior to the ABL Termination Date, if a Liquidity Trigger Period shall be continuing or (ii) at all other times, if an Event of Default shall have occurred and be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless (i) prior to the ABL Termination Date, a Liquidity Trigger Period shall be continuing or (ii) at all other times, an Event of Default shall have occurred and be continuing. (c) If an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Controlled Securities Account may, until withdrawn, be invested and reinvested in Permitted Investments as the relevant Lien Grantor shall determine from time to time; provided that, if a Specified Event of Default shall have occurred and be continuing, Collateral Agent may select such Permitted Investments. (c) So long as no Specified Event of Default shall have occurred and be continuing, funds held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to timeInvestments; provided that (i) if an a Specified Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on Investments and (ii) if such Permitted Investments are to be held in a Securities Account, either (x) the Cash Collateral Accounts will be deposited Agent is the Entitlement Holder with respect to such Permitted Investments or (y) the relevant Entitlement Holder and the relevant Securities Intermediary shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and become part of delivered it to the Cash Collateral AccountsAgent (which shall enter into the same). (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of except a Cash Collateral Account, as to which Section 9 shall apply to all Cash Collateral Accountsapplies), the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period Specified Event of Default shall have occurred and be continuing. (ce) So long as a Specified Event of Default shall have occurred and be continuing, no Lien Grantor will cause funds to be transferred from a Collateral Account to any other account owned by an NNL Company unless such other account is a Collateral Account (except, with respect to any account of NNL only, if the relevant Securities Intermediary's or Depositary Bank's jurisdiction is not in the United States) and such transfer is permitted under the Credit Agreements by which such Lien Grantor is bound. (f) If an a Specified Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1415. (g) If a Specified Event of Default shall have occurred and be continuing, and immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the US Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the US Borrower shall request from time to time; provided that (i) prior to the ABL Termination Date, if a Liquidity Trigger Period shall be continuing or (ii) at all other times, if an Event of Default shall have occurred and be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless (i) prior to the ABL Termination Date, a Liquidity Trigger Period shall be continuing or (ii) at all other times, an Event of Default shall have occurred and be continuing. (c) If an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.

Operation of Collateral Accounts. (a) (i) Funds held in any Cash Collateral Controlled Deposit Account may, until withdrawn, be invested and reinvested in such Permitted Liquid Investments as the Borrower shall request relevant Lien Grantor may select from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Accountii) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments Cash Equivalents as the Borrower shall request relevant Lien Grantor may select from time to time, (iii) Funds held in any Controlled Commodity Account may, until withdrawn, be invested and reinvested in such Cash Equivalents as the relevant Lien Grantor may select from time to time; provided that if a Liquidity Trigger Period shall be continuingupon the occurrence and during the continuance of an Event of Default, the Applicable Collateral Agent may select such Permitted Investments. Any investment income received on shall have the Cash Collateral Accounts will be deposited into and become part sole right to direct the disposition of the Cash Collateral Accounts. (b) With funds with respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (including the withdrawal of such funds), and it being understood that shall be a term and condition of the provisions of Section 9 shall apply to all Cash Collateral Accounts), notwithstanding any term or condition to the contrary in any other agreement relating to the Collateral Accounts, that upon written notice by the Collateral Agent to such account holder, the Applicable holders of such accounts will comply with instructions with respect to such accounts originated only by the Collateral Agent, without notice to, consent from or other reference to any Lien Grantor. Upon the curing or waiving of such Event of Default, the Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank account holder that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable . (b) Upon the occurrence and during the continuation of an Event of Default, each Lien Grantor will (i) immediately upon the written request of the Collateral Agent, instruct each Person obligated at any time to make any payment to such Lien Grantor for any reason to make such payment to a Collateral Account and (ii) deposit in the Collateral Accounts or pay to the Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuingfor deposit in the Collateral Accounts, at the end of each Business Day, all proceeds of Collateral and all other cash of each Lien Grantor. (c) Each Lien Grantor may from time to time provide the Collateral Agent with an Account Control Agreement or a supplement to an existing Account Control Agreement with such then existing Depositary Bank, Commodity Intermediary or Securities Intermediary covering a new Collateral Account (and, upon the receipt by the Collateral Agent of such Account Control Agreement or supplement, Schedule 6 shall be automatically amended to include such account). (d) Each Lien Grantor agrees that it will promptly provide the Collateral Agent with written notice of any termination (if such termination is permitted) of any Collateral Account (and, upon such notice, Schedule 6 shall be automatically amended to remove such account). Upon any termination by any Lien Grantor of any Collateral Account, the Company will immediately transfer all funds and property held in such terminated Collateral Account to another Collateral Account. (e) If immediately available cash on deposit in all Collateral Accounts is not sufficient to make any distribution or withdrawal to be made pursuant hereto following the occurrence and during the continuation of an Event of Default shall have occurred and be continuingDefault, the Collateral Agent (with respect may cause to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidatebe liquidated, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidateas promptly as practicable, any or all cash or such investments then held in or credited to one or more such Collateral Account and/or withdraw as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any amounts held therein and apply other provision hereof, such amounts as provided in Section 14distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments investments as the Borrower Issuers shall request from time to timetime in writing; provided that if an Event of Default shall have occurred and be continuing, the Collateral Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may (but shall not be obligated to) select such Permitted Investmentsinvestments (it being understood that, notwithstanding the foregoing, funds held in the Cash Collateral Account shall be invested in Temporary Cash Investments (as defined in the Indenture)). Funds held in any other Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments investments as the Borrower Issuers shall request from time to time; provided that (i) prior to the ABL Termination Date, if a Liquidity Trigger Period shall be continuing or (ii) at all other times, if an Event of Default shall have occurred and be continuing, the Applicable Agent may (but shall not be obligated to) select such Permitted Investmentsinvestments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless an Event of Default shall have occurred and until be continuing and the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless shall have delivered a Liquidity Trigger Period shall be continuingnotice of exclusive control in accordance with the applicable account control agreement. (c) If an Event of Default shall have occurred and be continuing, the Collateral Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.

Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that (i) prior to the ABL Termination Date, if a Liquidity Trigger Period shall be continuing or (ii) at all other times, if an Event of Default shall have occurred and be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless (i) prior to the ABL Termination Date, a Liquidity Trigger Period shall be continuing or (ii) at all other times, an Event of Default shall have occurred and be continuing. (c) If an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Cash Collateral Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing and the Administrative Agent has notified the relevant Lien Grantor of its intent to exercise its rights hereunder, the Administrative Agent may select such Permitted Investments. (c) Funds held in any Controlled Deposit Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the relevant Lien Grantor shall request from time to time; provided that if an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent has notified the relevant Lien Grantor of its intent to exercise its rights hereunder, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Administrative Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (bd) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts)Account, the Applicable Administrative Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Administrative Agent rescinds such instruction. The Applicable Administrative Agent will not rescind such instructions unless a Liquidity Trigger Period an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent has notified the relevant Lien Grantor of its intent to exercise its rights hereunder. (ce) If an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent has notified the relevant Lien Grantor of its intent to exercise its rights hereunder, the Administrative Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1411. (f) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Administrative Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Liquid Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that (i) if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on Liquid Investments and (ii) if such Liquid Investments are to be held in a Securities Account, either (x) the Cash Collateral Accounts will be deposited into and become part of Agent is the Cash Collateral Accounts. (b) With Entitlement Holder with respect to each Controlled Deposit Account such Liquid Investments or (y) the relevant Entitlement Holder and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and delivered it to the relevant Lien Grantor may withdraw, or direct Collateral Agent (which shall enter into the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuingsame). (c) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect to the Collection Account i) retain all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1421. (d) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, Collateral Agent may select such Permitted Investments. (c) Funds held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in such Liquid Investments as the relevant Lien Grantor shall request from time to time; provided that (i) if a Liquidity Trigger Period an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent may select such Permitted Investments. Any investment income received on Liquid Investments and (ii) if such Liquid Investments are to be held in a Securities Account, either (x) the Cash Collateral Accounts will be deposited Agent is the Entitlement Holder with respect to such Liquid Investments or (y) the relevant Entitlement Holder and the relevant Securities Intermediary shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and become part of delivered it to the Cash Collateral AccountsAgent (which shall enter into the same). (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 10 applies), the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless directed to do so by the Administrative Agent at a Liquidity Trigger Period time when an Event of Default shall have occurred and be continuing. (ce) No Lien Grantor will cause funds to be transferred from a Collateral Account to any other account owned by a UNOVA Company unless (i) such other account is a Collateral Account or (ii) such funds constitute a payment that is not prohibited by the Credit Agreement and made to a Person other than a Lien Grantor; provided that, subject to subsection (d) above, a Lien Grantor may transfer funds from any Collateral Account (except a Cash Collateral Account) to any account of a UNOVA Company that is not a Collateral Account unless, immediately after such transfer, the aggregate amount held in all such accounts that are not Collateral Accounts would exceed $1,000,000. (f) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1413. (g) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) Funds All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Cash held in any Controlled Securities Account may, until withdrawn, be invested and reinvested in such Investments as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, Administrative Agent may select such Investments. (c) Cash held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that (i) if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Administrative Agent may select such Permitted Investments. Any investment income received on Cash Equivalent Investments and (ii) if such Cash Equivalent Investments are to be held in a Securities Account, either (x) the Administrative Agent is the Entitlement Holder with respect to such Cash Collateral Accounts will be deposited Equivalent Investments or (y) the relevant Entitlement Holder and the relevant Securities Intermediary shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and become part of delivered it to the Cash Collateral AccountsAdministrative Agent (which shall enter into the same). (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of except a Cash Collateral Account, as to which Section 9 shall apply to all Cash Collateral Accountsapplies), the Applicable Administrative Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Administrative Agent rescinds such instruction. The Applicable Administrative Agent will not rescind such instructions unless directed to do so by the Required Lenders at a Liquidity Trigger Period time when an Event of Default shall have occurred and be continuing. (ce) No Lien Grantor will cause funds to be transferred from a Collateral Account to any other account owned by a Lien Grantor unless (i) such other account is a Collateral Account or (ii) subject to the rights of the Secured Parties upon the occurrence and during the continuance of an Event of Default, such funds constitute a payment that is not prohibited by the Credit Agreement; provided that, subject to subsection (d) above, a Lien Grantor may transfer funds from any Collateral Account (except a Cash Collateral Account) to any account of a Lien Grantor that is not a Collateral Account unless, immediately after such transfer, the aggregate amount held in all such accounts that are not Collateral Accounts (other than Payroll Accounts) would exceed $1,000,000. (f) If an Event of Default shall have occurred and be continuing, the Administrative Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1412. (g) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Administrative Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place. (h) Each Lien Grantor will maintain its lockbox accounts and general operating account with a Secured Party.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account established in accordance with the terms hereof shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Controlled Securities Account or Investment Property Collateral Account may, until withdrawn, be invested and reinvested in such Cash Equivalents as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, the Agent may select such Cash Equivalents. (c) Funds held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Liquid Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that (i) if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds Liquid Investments and (ii) if such Liquid Investments are to be held in any Controlled Deposit Account a Securities Account, either (x) the Agent is the Entitlement Holder with respect to such Liquid Investments or Controlled (y) the relevant Entitlement Holder and the relevant Securities Intermediary shall have theretofore entered into a Securities Account may, until withdrawn, be invested Control Agreement with respect to such Securities Account and reinvested in such Permitted Investments as delivered it to the Borrower Agent (which shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, enter into the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accountssame). (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 16 applies), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions (or provide any other instructions to the applicable Securities Intermediary or Depositary Bank) unless a Liquidity Trigger Period an Event of Default shall have occurred and be continuingcontinuing and, upon the cure or waiver thereof, the Agent will again instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Agent rescinds such instruction. (ce) No Lien Grantor will cause funds to be transferred from a Collateral Account to any other account owned by the Company or any of its Subsidiaries or Affiliates unless (i) such other account is a Collateral Account or (ii) such transfer is permitted by the Credit Agreement. (f) If an Event of Default shall have occurred and be continuing, the Agent may (with respect to the Collection Account and the Letter of Credit Accounti) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidateretain, or instruct the relevant Securities Intermediary or Depositary Bank to retain retain, all cash and investments then held in any Collateral Account, (ii) liquidate, or instruct the relevant Depositary Bank to liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1422. (g) If immediately available cash on deposit in all Collateral Accounts is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to one or more such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Liquid Investments as the Borrower QCII shall request from time to time; provided that (i) if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on Liquid Investments and (ii) if such Liquid Investments are to be held in a Securities Account, either (x) the Cash Collateral Accounts will be deposited into and become part of Agent is the Cash Collateral Accounts. (b) With Entitlement Holder with respect to each Controlled Deposit Account such Liquid Investments or (y) the relevant Entitlement Holder and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and delivered it to the relevant Lien Grantor may withdraw, or direct Collateral Agent (which shall enter into the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuingsame). (c) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect to the Collection Account i) retain all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1410. (d) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Cash Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, Administrative Agent may select such Permitted Investments. (c) Funds held in any Controlled Deposit Account or Lien Grantor Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Administrative Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 11 applies), the Applicable Administrative Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Administrative Agent rescinds such instruction. The Applicable Administrative Agent will not rescind such instructions unless an Event of Default shall have occurred and be continuing. Notwithstanding that an Issuer Control Agreement, Securities Account Control Agreement or Deposit Account Control Agreement may allow the Administrative Agent to rescind such instructions at any time, no such provision in any Issuer Control Agreement, Securities Account Control Agreement or Deposit Account Control Agreement shall operate as a Liquidity Trigger Period waiver to the second sentence of this clause (d). In addition, notwithstanding that an Issuer Control Agreement, Securities Account Agreement or Deposit Account Control Agreement may allow the Administrative Agent to request that the issuer, the securities intermediary or the deposit bank provide notices, statements or other communications concerning the relevant Collateral Account to the Administrative Agent at any time, the Administrative Agent will make any such request unless an Event of Default shall have occurred and be continuing. (ce) If an Event of Default shall have occurred and be continuing, the Administrative Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1417. (f) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Administrative Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, Administrative Agent may select such Permitted Investments. (c) Funds held in any Deposit Account or any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Administrative Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accounts. (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 11 applies), the Applicable Administrative Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Administrative Agent rescinds such instruction. The Applicable Administrative Agent will not rescind such instructions unless a Liquidity Trigger Period an Event of Default shall have occurred and be continuing. (ce) If an Event of Default shall have occurred and be continuing, the Administrative Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1417. (f) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Administrative Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Controlled Securities Account or Investment Property Collateral Account may, until withdrawn, be invested and reinvested in such investments as the relevant Lien Grantor shall request from time to time; PROVIDED that, if an Event of Default shall have occurred and be continuing, the Collateral Agent may select such investments. (c) Funds held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower relevant Lien Grantor shall request from time to time; provided PROVIDED that (i) if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on Investments and (ii) if such Permitted Investments are to be held in a Securities Account, either (x) the Cash Collateral Accounts will be deposited Agent is the Entitlement Holder with respect to such Permitted Investments or (y) the relevant Entitlement Holder and the relevant Securities Intermediary shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and become part of delivered it to the Cash Collateral AccountsAgent (which shall enter into the same). (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 12 applies), the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period an Event of Default shall have occurred and be continuing. (ce) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1418. (f) If at any time after the occurrence and during the continuance of an Event of Default immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal required to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited in a Collateral Account promptly upon receipt thereof. (b) Funds held in any Controlled Securities Account or Investment Property Collateral Account may, until withdrawn, be invested and reinvested in such Liquid Investments as the relevant Lien Grantor shall request from time to time; provided that, if an Enforcement Notice is in effect, the Collateral Agent may select such Liquid Investments. (c) Funds held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Liquid Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that (i) if an Event of Default shall have occurred and be continuingEnforcement Notice is in effect, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on Liquid Investments and (ii) if such Liquid Investments are to be held in a Securities Account, either (x) the Cash Collateral Accounts will be deposited Agent is the Entitlement Holder with respect to such Liquid Investments or (y) the relevant Entitlement Holder and the relevant Securities Intermediary shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and become part of delivered it to the Cash Collateral AccountsAgent (which shall enter into the same). (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 14 applies), the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuingan Enforcement Notice is in effect. (ce) No Lien Grantor will cause funds to be transferred from a Collateral Account to any other account owned by the Borrower or any of its Subsidiaries or Affiliates unless (i) such other account is a Collateral Account or (ii) such transfer is permitted by the Credit Agreement. (f) If an Event of Default shall have occurred and be continuingEnforcement Notice is in effect, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1420. (g) If (i) an Enforcement Notice is in effect or the maturity of the Loans shall have been accelerated pursuant to Article 8 of the Credit Agreement and (ii) immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Cash Controlled Securities Account or Investment Property Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that that, if an Event of Default shall have occurred and be continuing, the Collateral Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. . (c) Funds held in any Controlled Deposit Account or Controlled Securities Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Liquid Investments as the Borrower relevant Lien Grantor shall request from time to time; provided that (i) if a Liquidity Trigger Period an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent may select such Permitted Investments. Any investment income received on Liquid Investments and (ii) if such Liquid Investments are to be held in a Securities Account, either (x) the Cash Collateral Accounts will be deposited Agent is the Entitlement Holder with respect to such Liquid Investments or (y) the relevant Entitlement Holder and the relevant Securities Intermediary shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and become part of delivered it to the Cash Collateral AccountsAgent (which shall enter into the same). (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 8 applies), the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period an Event of Default shall have occurred and be continuing. With respect to each Cash Collateral Account, the Collateral Agent will instruct the relevant Depository Bank that no funds therein may be withdrawn for any purpose or released to the relevant Lien Grantor unless such instruction is given pursuant to the terms of the Indenture, provided that in no event shall the Escrow Amount be released to the Issuer until the Collateral Agent notifies the Depository Bank that the Termination Date has occurred. (e) No Lien Grantor will cause funds to be transferred from a Collateral Account to any other account owned by the Issuer or its Subsidiaries unless such other account is a Collateral Account, provided that, subject to subsection (c) above, a Lien Grantor may transfer funds from any Collateral Account (except a Cash Collateral Account) to any account that is not a Collateral Account unless, immediately after such transfer, the aggregate amount held in all such accounts that are not Collateral Accounts would exceed $1,500,000. (f) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 14. (g) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) Funds Cash held in any Cash Collateral Controlled Securities Account may, until withdrawn, be invested and reinvested in Investments that constitute Cash Equivalents or as permitted by Section 6.4(h) of the Credit Agreement (as applicable); provided that, if an Event of Default shall have occurred and be continuing, Administrative Agent may select such Permitted Investments as Investments. (b) Cash held in any Controlled Deposit Account may, until withdrawn, be invested and reinvested in accordance with the Borrower shall request from time to timeprovisions contained in Section 6.4 of the Credit Agreement; provided that (i) if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Administrative Agent may select such Permitted Investments. Any investment income received on Investments that constitute Cash Equivalents and (ii) if such Investments in Cash Equivalents are to be held in a Securities Account, either (X) the Administrative Agent is the Entitlement Holder with respect to such Cash Collateral Accounts will be deposited Equivalent Investments or (Y) the relevant Entitlement Holder and the relevant Securities Intermediary shall have theretofore entered into a Securities Account Control Agreement with respect to such Securities Account and become part of delivered it to the Cash Collateral AccountsAdministrative Agent (which shall enter into the same). (bc) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts)Account, the Applicable Administrative Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor Loan Party may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Administrative Agent rescinds such instruction. The Applicable instruction by delivering a Notice of Exclusive Control (as such term is defined in the Deposit Account Control Agreement or Securities Account Control Agreement, as applicable) to the relevant Depositary Bank or Securities Intermediary and the Administrative Agent will agrees not to rescind such instructions by delivering a Notice of Exclusive Control unless a Liquidity Trigger Period shall be an Event of Default occurs and is continuing. (cd) No Loan Party will cause funds to be transferred from a Collateral Account to any other account owned by a Loan Party unless (i) such other account is a Collateral Account (except to the extent expressly permitted by Section 5.16 of the Credit Agreement) and (ii) either (X) subject to the rights of the Administrative Agent (for the benefit of the Secured Parties) upon the occurrence and during the continuance of an Event of Default, such funds constitute a payment that is not prohibited by the Credit Agreement, or (Y) such transfer would otherwise be permitted in accordance with the provisions of the Credit Agreement. (e) If an Event of Default shall have occurred and be continuing, the Administrative Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1412 hereof.

Operation of Collateral Accounts. (a) (i) Funds held in any Cash Collateral Controlled Deposit Account may, until withdrawn, be invested and reinvested in such Permitted Liquid Investments as the Borrower shall request relevant Lien Grantor may select from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Accountii) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments Cash Equivalents as the Borrower shall request relevant Lien Grantor may select from time to time, (iii) Funds held in any Controlled Commodity Account may, until withdrawn, be invested and reinvested in such Cash Equivalents as the relevant Lien Grantor may select from time to time; provided that if a Liquidity Trigger Period shall be continuingupon the occurrence and during the continuance of an Event of Default, the Applicable Agent may select such Permitted Investments. Any investment income received on shall have the Cash Collateral Accounts will be deposited into and become part sole right to direct the disposition of the Cash Collateral Accounts. (b) With funds with respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (including the withdrawal of such funds), and it being understood that shall be a term and condition of the provisions of Section 9 shall apply to all Cash Collateral Accounts), notwithstanding any term or condition to the contrary in any other agreement relating to the Collateral Accounts, that upon written notice by the Agent to such account holder, the Applicable holders of such accounts will comply with instructions with respect to such accounts originated only by the Agent, without notice to, consent from or other reference to any Lien Grantor. Upon the curing of such Event of Default, the Agent will instruct the relevant Securities Intermediary or Depositary Bank account holder that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable . (b) Upon the occurrence and during the continuation of an Event of Default, each Lien Grantor will (i) immediately upon the written request of the Agent, instruct each Person obligated at any time to make any payment to such Lien Grantor for any reason to make such payment to a Collateral Account and (ii) deposit in the Collateral Accounts or pay to the Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuingfor deposit in the Collateral Accounts, at the end of each Business Day, all proceeds of Collateral and all other cash of each Lien Grantor. (c) Each Lien Grantor may from time to time provide the Agent with an Account Control Agreement or a supplement (in form and substance reasonably satisfactory to the Agent) to an existing Account Control Agreement with such then existing Depositary Bank, Commodity Intermediary or Securities Intermediary covering a new Collateral Account (and, upon the receipt by the Agent of such Account Control Agreement or supplement, Schedule 6 shall be automatically amended to include such account). (d) Each Lien Grantor agrees that it will promptly provide the Agent with written notice of any termination (if such termination is permitted) of any Collateral Account (and, upon such notice, Schedule 6 shall be automatically amended to remove such account). Upon any termination by any Lien Grantor of any Collateral Account, the Company will immediately transfer all funds and property held in such terminated Collateral Account to another Collateral Account. (e) If immediately available cash on deposit in all Collateral Accounts is not sufficient to make any distribution or withdrawal to be made pursuant hereto following the occurrence and during the continuation of an Event of Default shall have occurred and be continuingDefault, the Agent (with respect may cause to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidatebe liquidated, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidateas promptly as practicable, any or all cash or such investments then held in or credited to one or more such Collateral Account and/or withdraw as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any amounts held therein and apply other provision hereof, such amounts as provided in Section 14distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) All Cash Distributions received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Funds held in any Controlled Securities Account may, until withdrawn, be invested and reinvested as the relevant Lien Grantor shall determine from time to time; provided that, if a Specified Event of Default shall have occurred and is continuing, the Collateral Agent may select short term cash equivalents (and the Collateral Agent shall not be liable to any Lien Grantor or any Secured Party for any loss as a result of any disposition of any such short term cash equivalent prior to maturity ). (c) So long as no Specified Event of Default shall have occurred and is continuing, funds held in any Controlled Deposit Account or Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower relevant Lien Grantor shall request determine from time to time; provided that (i) if an a Specified Event of Default shall have occurred and be is continuing, the Collateral Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held short term cash equivalents in which any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, available funds may be invested and reinvested (ii) if such amounts are to be held in a Securities Account, either (x) the Collateral Agent is the Entitlement Holder with respect to such Permitted Investments as amounts or (y) the Borrower relevant Entitlement Holder and the relevant Securities Intermediary shall request from time have theretofore entered into a Securities Account Control Agreement with respect to time; provided that if a Liquidity Trigger Period such Securities Account and delivered it to the Collateral Agent (which shall be continuing, enter into the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral Accountssame). (bd) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 8 applies), the Applicable Collateral Agent will will, if requested by the applicable Lien Grantor, instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds such instruction. The Applicable Collateral Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuing. (c) If an Specified Event of Default shall have occurred and is continuing. (e) So long as a Specified Event of Default shall have occurred and is continuing, no Lien Grantor will cause funds to be transferred from a Collateral Account to any other account owned by an NNC Company unless such other account is a Collateral Account. (f) If a Specified Event of Default shall have occurred and is continuing, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depositary Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 14. (g) If a Specified Event of Default shall have occurred and is continuing, and immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

Operation of Collateral Accounts. (a) [Reserved] (b) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments Cash Equivalents as the Borrower relevant Lien Grantor shall request from time to timedetermine in its sole discretion; provided that that, if (i) an Event of Default of the type described in paragraph (a), (b), (h) or (i) of Article 7 of the Credit Agreement shall have occurred and be continuing, or (ii) any other Event of Default shall have occurred and be continuingcontinuing and an Enforcement Notice is in effect, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments. Any investment income received on the Cash Collateral Accounts will be deposited into and become part of the Cash Collateral AccountsEquivalents. (bc) With respect to each Controlled Deposit Account and each Controlled Securities Collateral Account (it being understood that the provisions of Section 9 shall apply to all except a Cash Collateral AccountsAccount, as to which Section 24 applies), the Applicable Collateral Agent will instruct the relevant Securities Intermediary or Depositary Depository Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Collateral Agent rescinds delivers a Notice of Exclusive Control to such instruction. The Applicable Depository Bank or Securities Intermediary, as the case may be; provided that the Collateral Agent will not rescind such instructions deliver a Notice of Exclusive Control unless a Liquidity Trigger Period an Event of Default shall have occurred and be continuing; and provided further that, promptly following any request therefor from the applicable Lien Grantor after such Event of Default has been cured, waived, or otherwise ceases to exist, and so long as no other Event of Default shall have occurred and be continuing, the Collateral Agent shall deliver an Exclusive Control Termination Notice to the Depository Bank or Securities Intermediary, as the case may be. (cd) If an Event of Default shall have occurred and be continuing, the Collateral Agent may (with respect i) retain, or instruct the relevant Securities Intermediary or Depository Bank to the Collection Account retain, all cash and the Letter of Credit Account) and the Applicable Agent (with respect to investments then held in any other Collateral Account, (ii) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Depository Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 1429. (e) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal required or permitted to be made pursuant hereto, the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.