Common use of Creation of Pledged Accounts Clause in Contracts

Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by the Company and each Grantor to cause to be established on or before the date hereof with, and maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No. ▇▇▇▇▇▇▇▇▇), in the name of the Collateral Agent as entitlement holder and under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement, the following segregated securities accounts (collectively, the “Pledged Accounts”): (i) a master collateral account, Account No. ▇▇▇▇▇▇▇▇ (the “Collateral Account”), into which Mandatory Asset Prepayment Amounts will be deposited and to which Unused Cash Collateral and certain amounts described in Section 4.03(f) will be transferred; (ii) (A) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇ (the “Cash Collateral Account”), into which certain amounts will be deposited in respect of Letters of Credit and (B) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇.1 (the “Excess Cash Account”), into which certain amounts will be deposited in respect of Secured Hedging Agreements; and (iii) an account, Account No. ▇▇▇▇▇▇▇▇ (the “Qualified Investments Account”), from which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral Agent to direct the Depository Bank to pay funds to the Company to make Qualified Investments as permitted under the Loan Documents. (b) Commencing with the date hereof and continuing until the termination of the Transaction Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of and under the sole dominion and control of the Collateral Agent; provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii) all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on deposit in the Cash Collateral Account shall have been distributed to the Administrative Agent or the Collateral Agent or have been transferred to the Collateral Account as Unused Cash Collateral. The Collateral Agent shall cause each of the Pledged Accounts to be, and each Pledged Account shall be, separate from all other accounts held by or under the control or dominion of the Collateral Agent. The Company irrevocably confirms the authority of (and directs and authorizes) the Collateral Agent to, or to direct the Depository Bank to, and the Collateral Agent agrees to, or to direct the Depository Bank to, deposit into, or credit to, and transfer funds from the Pledged Accounts to the Collateral Agent, the Administrative Agent, the other Secured Parties and the Company (or its designee) in accordance with this Agreement and the other Loan Documents. (c) The Secured Parties and the Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts reflected in the Collateral Agent’s records as accounting entries with respect to the actual Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall constitute a Pledged Account hereunder, and each actual subaccount shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of the Collateral Agent. (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments Account shall include references to all subaccounts thereof, and such subaccounts shall be subject to the same restrictions and limitations as the Qualified Investments Account. (e) The Company shall not have any rights against or to moneys or funds on deposit in, or credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the Company to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as required or permitted by this Agreement, and to direct the Collateral Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.04. In no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account, be registered in the name of the Company, payable to the order of the Company, or specially endorsed to the Company, except to the extent that the foregoing have been specially endorsed to the Depository Bank or endorsed in blank.

Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by the Company and each Grantor to cause to be established on or before the date hereof with, and maintained thereafter by, by the Depository Bank at its offices in New York City, New York (ABA No. ▇0▇▇▇▇▇▇▇▇), in the name of the Collateral Agent as entitlement holder and under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement, the following segregated securities accounts which have been established prior to the date hereof (collectively, the “Pledged Accounts”): (i) a master collateral account, Account No. ▇1▇▇▇▇▇▇▇ (the “Collateral Account”), into which Mandatory Asset Prepayment Reduction Amounts and dividends and other distributions under Section 5.08(b)(ii) will be deposited and to which Unused Cash Collateral and certain amounts described in Section 4.03(f) will be transferred;; and (ii) (A) a cash collateral account, Account No. ▇1▇▇▇▇▇▇▇ (the “Cash Collateral Account”), into which certain amounts will be deposited in respect of Letters of Credit and (B) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇.1 (the “Excess Cash Account”), into which certain amounts will be deposited in respect of Secured Hedging Agreements; and (iii) an account, Account No. ▇▇▇▇▇▇▇▇ (the “Qualified Investments Account”), from which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral Agent to direct the Depository Bank to pay funds to the Company to make Qualified Investments as permitted under the Loan DocumentsCredit. (b) Commencing with the date hereof of the Existing Security Agreement and continuing until the termination of the Transaction Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained by the Depository Bank as a securities account or as a deposit account at its offices in New York City, New York, in the name of and under the sole dominion and control of the Collateral Agent; provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii) all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on deposit in the Cash Collateral Account shall have been distributed to the Administrative Agent or the Collateral Agent or have been transferred to the Collateral Account as Unused Cash Collateral. The Collateral Agent shall cause each of the Pledged Accounts , to be, and each Pledged Account shall be, separate from all other accounts held by or under the control or dominion of the Collateral Agent. The Company irrevocably confirms the authority of (and directs and authorizes) the Collateral Agent to, or to direct the Depository Bank to, and the Collateral Agent agrees to, or to direct the Depository Bank to, deposit into, or credit to, and transfer funds from the Pledged Accounts to the Collateral Agent, the Administrative Agent, the other Secured Parties and the Company (or its designee) be applied in accordance with this Section 2.09 of the Credit Agreement and the other Loan DocumentsSection 6. (c) The Secured Parties and the Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts reflected in the Collateral Agent’s records as accounting entries with respect to the actual Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall constitute a Pledged Account hereunder, and each actual subaccount shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of the Collateral Agent. (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments Account shall include references to all subaccounts thereof, and such subaccounts shall be subject to the same restrictions and limitations as the Qualified Investments Account. (e) The Company shall not have any rights against or to moneys or funds on deposit in, or credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the Company to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as required or permitted by this Agreement, and to direct the Collateral Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.04. In no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account, be registered in the name of the Company, payable to the order of the Company, or specially endorsed to the Company, except to the extent that the foregoing have been specially endorsed to the Depository Bank or endorsed in blank.

Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by the Company and each Grantor to cause to be established on or before the date hereof with, and maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No. ▇▇▇▇▇▇▇▇▇), in the name of the Collateral Agent as entitlement holder and under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement, the following segregated securities accounts (collectively, the “Pledged Accounts”): (i) a master collateral account, Account No. ▇▇▇▇▇▇▇▇ (the “Collateral Account”), into which Mandatory Asset Prepayment Reduction Amounts will be deposited and to which Unused Cash Collateral and certain amounts described in Section 4.03(f) will be transferred; (ii) (A) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇ (the “Cash Collateral Account”), into which certain amounts will be deposited in respect of Letters of Credit and (B) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇.1 (the “Excess Cash Account”), into which certain amounts will be deposited in respect of Secured Hedging AgreementsCredit; and (iii) an account, Account No. ▇▇▇▇▇▇▇▇ (the “Qualified Investments Account”), from which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral Agent to direct the Depository Bank to pay funds to the Company to make Qualified Investments as permitted under the Loan Documents. (b) Commencing with the date hereof and continuing until the termination of the Transaction Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained by the Depository Bank as a securities account or as a deposit account at its offices in New York City, New York, in the name of and under the sole dominion and control of the Collateral Agent; provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii) all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on deposit in the Cash Collateral Account shall have been distributed to the Administrative Agent or the Collateral Agent or have been transferred to the Collateral Account as Unused Cash Collateral. The Collateral Agent shall cause each of the Pledged Accounts , to be, and each Pledged Account shall be, separate from all other accounts held by or under the control or dominion of the Collateral Agent. The Company irrevocably confirms the authority of (and directs and authorizes) the Collateral Agent to, or to direct the Depository Bank to, and the Collateral Agent agrees to, or to direct the Depository Bank to, deposit into, or credit to, and transfer funds from the Pledged Accounts to the Collateral Agent, the Administrative Agent, the other Secured Parties and the Company (or its designee) be applied in accordance with this Section 2.09 of the Credit Agreement and the other Loan DocumentsSection 6. (c) The Secured Parties and the Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts reflected in the Collateral Agent’s records as accounting entries with respect to the actual Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall constitute a Pledged Account hereunder, and each actual subaccount shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of the Collateral Agent. (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments Account shall include references to all subaccounts thereof, and such subaccounts shall be subject to the same restrictions and limitations as the Qualified Investments Account. (e) The Company shall not have any rights against or to moneys or funds on deposit in, or credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the Company to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as required or permitted by this Agreement, and to direct the Collateral Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.04. In no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account, be registered in the name of the Company, payable to the order of the Company, or specially endorsed to the Company, except to the extent that the foregoing have been specially endorsed to the Depository Bank or endorsed in blank.

Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by the Company and each Grantor to cause to be established on or before the date hereof with, and maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No. ▇0▇▇▇▇▇▇▇▇), in the name of the Collateral Agent as entitlement holder and under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement, the following segregated securities accounts (collectively, the “Pledged Accounts”): (i) a master collateral account, Account No. ▇1▇▇▇▇▇▇▇ (the “Collateral Account”), into which Mandatory Asset Prepayment Amounts will be deposited and to which Unused Cash Collateral and certain amounts described in Section 4.03(f) will be transferred; (ii) (A) a cash collateral account, Account No. ▇1▇▇▇▇▇▇▇ (the “Cash Collateral Account”), into which certain amounts will be deposited in respect of Letters of Credit and (B) a cash collateral account, Account No. ▇1▇▇▇▇▇▇▇.1 (the “Excess Cash Account”), into which certain amounts will be deposited in respect of Secured Hedging Agreements; and (iii) an account, Account No. ▇1▇▇▇▇▇▇▇ (the “Qualified Investments Account”), from which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral Agent to direct the Depository Bank to pay funds to the Company to make Qualified Investments as permitted under the Loan Documents. (b) Commencing with the date hereof and continuing until the termination of the Transaction Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of and under the sole dominion and control of the Collateral Agent; provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii) all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on deposit in the Cash Collateral Account shall have been distributed to the Administrative Agent or the Collateral Agent or have been transferred to the Collateral Account as Unused Cash Collateral. The Collateral Agent shall cause each of the Pledged Accounts to be, and each Pledged Account shall be, separate from all other accounts held by or under the control or dominion of the Collateral Agent. The Company irrevocably confirms the authority of (and directs and authorizes) the Collateral Agent to, or to direct the Depository Bank to, and the Collateral Agent agrees to, or to direct the Depository Bank to, deposit into, or credit to, and transfer funds from the Pledged Accounts to the Collateral Agent, the Administrative Agent, the other Secured Parties and the Company (or its designee) in accordance with this Agreement and the other Loan Documents. (c) The Secured Parties and the Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts reflected in the Collateral Agent’s records as accounting entries with respect to the actual Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall constitute a Pledged Account hereunder, and each actual subaccount shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of the Collateral Agent. (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments Account shall include references to all subaccounts thereof, and such subaccounts shall be subject to the same restrictions and limitations as the Qualified Investments Account. (e) The Company shall not have any rights against or to moneys or funds on deposit in, or credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the Company to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as required or permitted by this Agreement, and to direct the Collateral Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.04. In no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account, be registered in the name of the Company, payable to the order of the Company, or specially endorsed to the Company, except to the extent that the foregoing have been specially endorsed to the Depository Bank or endorsed in blank.

Creation of Pledged Accounts. (a) The Collateral Agent is Accounts Bank hereby directed by confirms that it has established the Company and each Grantor to cause to be established on or before the date hereof with, and maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No. ▇▇▇▇▇▇▇▇▇), following segregated accounts in the name of the Collateral Agent as entitlement holder and under Manager for the sole control and dominion benefit of the Collateral Agent City, each of which (other than the Advance Deposits Account) shall constitute a Pledged Account (as further described in Exhibit A and subject to the terms including any subaccounts established thereunder, including each of this Agreement, the following segregated securities accounts (collectively, the “Pledged Accounts”those referenced on Exhibit A): (i) a master collateral account, Account No. ▇▇▇▇▇▇▇▇ an account identified as the “Advance Deposits Account” (the “Collateral Advance Deposits Account”), into which Mandatory Asset Prepayment Amounts will be deposited and to which Unused Cash Collateral and certain amounts described in Section 4.03(f) will be transferred; Account”); Account”); (ii) (A) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇ an account identified as the “Operating Account” (the “Cash Collateral Account”), into which certain amounts will be deposited in respect of Letters of Credit and (B) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇.1 (the “Excess Cash Account”), into which certain amounts will be deposited in respect of Secured Hedging Agreements; andOperating (iii) an account, Account No. ▇▇▇▇▇▇▇▇ account identified as the “Reserves Account” (the “Qualified Investments Reserves (iv) an account identified as the “Series 2023[_] Work Stoppage Reserve Account” (the “Series 2023A Work Stoppage Reserve Account”), from which ; (v) an account identified as the Company, on behalf of “Series 2023[_] Work Stoppage Reserve Account” (the Restricted Subsidiaries, may direct the Collateral Agent to direct the Depository Bank to pay funds to the Company to make Qualified Investments as permitted under the Loan Documents“Series 2023B Work Stoppage Reserve Account”). (b) Commencing with the date hereof The Parties hereto acknowledge and continuing until the termination agree that (i) each Pledged Account is and shall be maintained as a “securities account” (as such term is defined in Section 8501(a) of the Transaction Liens UCC and the Hague Convention) with respect to all financial assets and financial entitlements in respect of which the Accounts Bank is and shall be a “securities intermediary” (within the meaning of Section 8102(a)(14) of the UCC) and an “intermediary” (as defined in the Hague Convention), (ii) each Pledged Account is and shall be maintained as a “deposit account” with respect to cash deposited in such Pledged Account, (iii) the Trustee is the sole Entitlement Holder with respect to each Pledged Account (and all cash, Security Entitlements and financial assets from time to time maintained or carried therein), (iv) the Accounts Bank has not entered into any agreement (other than this Agreement) under which the Accounts Bank has agreed to comply with Entitlement Orders originated by any Person other than the Trustee with respect to any Pledged Account maintained at the Accounts Bank or any cash, securities or other property deposited therein or credited thereto, and (v) the Pledged Accounts shall be maintained at all times in accordance with Section 5.07(b), 2.2(a) until the Termination Date. (c) The Accounts Bank shall cause each Pledged Account shall be established and maintained by at the Depository Accounts Bank as a securities account at its offices in New York City, New York, in the name of and under the sole dominion and control of the Collateral Agent; provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii) all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on deposit in the Cash Collateral Account shall have been distributed to the Administrative Agent or the Collateral Agent or have been transferred to the Collateral Account as Unused Cash Collateral. The Collateral Agent shall cause each of the Pledged Accounts to be, and each Pledged Account shall be, separate from all other accounts held by or under the control or and dominion of the Collateral AgentAccounts Bank. The Company irrevocably confirms Accounts Bank will not change the authority name or account number of (and directs and authorizes) any applicable Pledged Account from that set forth in Exhibit A without the Collateral Agent to, or to direct prior written consent of the Depository Bank to, Trustee and the Collateral Agent agrees toManager, or other than any changes of account numbers due to direct internal system changes (upon which the Depository Accounts Bank to, deposit into, or credit to, and transfer funds from the Pledged Accounts shall provide prompt written notice thereof to the Collateral Agent, the Administrative Agent, the other Secured Parties Trustee and the Company (or its designee) in accordance with this Agreement and the other Loan DocumentsManager). (c) The Secured Parties and the Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts reflected in the Collateral Agent’s records as accounting entries with respect to the actual Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall constitute a Pledged Account hereunder, and each actual subaccount shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of the Collateral Agent. (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments Account shall include references to all subaccounts thereof, and such subaccounts shall be subject to the same restrictions and limitations as the Qualified Investments Account. (e) The Company shall not have any rights against or to moneys or funds on deposit in, or credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the Company to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as required or permitted by this Agreement, and to direct the Collateral Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.04. In no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account, be registered in the name of the Company, payable to the order of the Company, or specially endorsed to the Company, except to the extent that the foregoing have been specially endorsed to the Depository Bank or endorsed in blank.

Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by the Company and each Grantor to cause to be established on or before the date hereof with, and maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No. ▇0▇▇▇▇▇▇▇▇), in the name of the Collateral Agent as entitlement holder and under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement, the following segregated securities accounts (collectively, the “Pledged Accounts”): (i) a master collateral account, Account No. ▇1▇▇▇▇▇▇▇ (the “Collateral Account”), into which Mandatory Asset Prepayment Reduction Amounts will be deposited and to which Unused Cash Collateral and certain amounts described in Section 4.03(f) will be transferred; (ii) (A) a cash collateral account, Account No. ▇1▇▇▇▇▇▇▇ (the “Cash Collateral Account”), into which certain amounts will be deposited in respect of Letters of Credit and (B) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇.1 (the “Excess Cash Account”), into which certain amounts will be deposited in respect of Secured Hedging AgreementsCredit; and (iii) an account, Account No. ▇1▇▇▇▇▇▇▇ (the “Qualified Investments Account”), from which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral Agent to direct the Depository Bank to pay funds to the Company to make Qualified Investments as permitted under the Loan Documents. (b) Commencing with the date hereof and continuing until the termination of the Transaction Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained by the Depository Bank as a securities account or as a deposit account at its offices in New York City, New York, in the name of and under the sole dominion and control of the Collateral Agent; provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii) all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on deposit in the Cash Collateral Account shall have been distributed to the Administrative Agent or the Collateral Agent or have been transferred to the Collateral Account as Unused Cash Collateral. The Collateral Agent shall cause each of the Pledged Accounts , to be, and each Pledged Account shall be, separate from all other accounts held by or under the control or dominion of the Collateral Agent. The Company irrevocably confirms the authority of (and directs and authorizes) the Collateral Agent to, or to direct the Depository Bank to, and the Collateral Agent agrees to, or to direct the Depository Bank to, deposit into, or credit to, and transfer funds from the Pledged Accounts to the Collateral Agent, the Administrative Agent, the other Secured Parties and the Company (or its designee) be applied in accordance with this Section 2.09 of the Credit Agreement and the other Loan DocumentsSection 6. (c) The Secured Parties and the Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts reflected in the Collateral Agent’s records as accounting entries with respect to the actual Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall constitute a Pledged Account hereunder, and each actual subaccount shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of the Collateral Agent. (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments Account shall include references to all subaccounts thereof, and such subaccounts shall be subject to the same restrictions and limitations as the Qualified Investments Account. (e) The Company shall not have any rights against or to moneys or funds on deposit in, or credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the Company to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as required or permitted by this Agreement, and to direct the Collateral Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.04. In no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account, be registered in the name of the Company, payable to the order of the Company, or specially endorsed to the Company, except to the extent that the foregoing have been specially endorsed to the Depository Bank or endorsed in blank.

Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by the Company and each Grantor to cause to be established on or before the date hereof with, and maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No. ▇0▇▇▇▇▇▇▇▇), in the name of the Collateral Agent as entitlement holder and under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement, the following segregated securities accounts (collectively, the “Pledged Accounts”): (i) a master collateral account, Account No. ▇1▇▇▇▇▇▇▇ (the “Collateral Account”), into which Mandatory Asset Prepayment Reduction Amounts will be deposited and to which Unused Cash Collateral and certain amounts described in Section 4.03(f) will be transferred; (ii) (A) a cash collateral account, Account No. ▇1▇▇▇▇▇▇▇ (the “Cash Collateral Account”), into which certain amounts will be deposited in respect of Letters of Credit and (B) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇.1 (the “Excess Cash Account”), into which certain amounts will be deposited in respect of Secured Hedging AgreementsCredit; and (iii) an account, Account No. ▇1▇▇▇▇▇▇▇ (the “Qualified Investments Account”), from which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral Agent to direct the Depository Bank to pay funds to the Company to make Qualified Investments as permitted under the Loan Documents. (b) Commencing with the date hereof and continuing until the termination of the Transaction Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of and under the sole dominion and control of the Collateral Agent; provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii) all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on deposit in the Cash Collateral Account shall have been distributed to the Administrative Agent or the Collateral Agent or have been transferred to the Collateral Account as Unused Cash Collateral. The Collateral Agent shall cause each of the Pledged Accounts to be, and each Pledged Account shall be, separate from all other accounts held by or under the control or dominion of the Collateral Agent. The Company irrevocably confirms the authority of (and directs and authorizes) the Collateral Agent to, or to direct the Depository Bank to, and the Collateral Agent agrees to, or to direct the Depository Bank to, deposit into, or credit to, and transfer funds from the Pledged Accounts to the Collateral Agent, the Administrative Agent, the other Secured Parties and the Company (or its designee) in accordance with this Agreement and the other Loan Documents. (c) The Secured Parties and the Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts reflected in the Collateral Agent’s records as accounting entries with respect to the actual Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall constitute a Pledged Account hereunder, and each actual subaccount shall be established and maintained by the Depository Bank as a securities deposit account at its offices in New York City, New York, in the name of the Collateral Agent. (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments Account shall include references to all subaccounts thereof, and such subaccounts shall be subject to the same restrictions and limitations as the Qualified Investments Account. (e) The Company shall not have any rights against or to moneys or funds on deposit in, or credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the Company to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as required or permitted by this Agreement, and to direct the Collateral Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.04. In no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account, be registered in the name of the Company, payable to the order of the Company, or specially endorsed to the Company, except to the extent that the foregoing have been specially endorsed to the Depository Bank or endorsed in blank.and

Creation of Pledged Accounts. (a) The Collateral Agent is hereby directed by the Company and each Grantor to cause to be established on or before the date hereof with, and maintained thereafter by, the Depository Bank at its offices in New York City, New York (ABA No. ▇▇▇▇▇▇▇▇▇), in the name of the Collateral Agent as entitlement holder and under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement, the following segregated securities accounts (collectively, the “Pledged Accounts”): (i) a master collateral account, Account No. ▇▇▇▇▇▇▇▇ (the “Collateral Account”), into which Mandatory Asset Prepayment Reduction Amounts will be deposited and to which Unused Cash Collateral and certain amounts described in Section 4.03(f) will be transferred; (ii) (A) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇ (the “Cash Collateral Account”), into which certain amounts will be deposited in respect of Letters of Credit and (B) a cash collateral account, Account No. ▇▇▇▇▇▇▇▇.1 (the “Excess Cash Account”), into which certain amounts will be deposited in respect of Secured Hedging AgreementsCredit; and (iii) an account, Account No. ▇▇▇▇▇▇▇▇ (the “Qualified Investments Account”), from which the Company, on behalf of the Restricted Subsidiaries, may direct the Collateral Agent to direct the Depository Bank to pay funds to the Company to make Qualified Investments as permitted under the Loan Documents. (b) Commencing with the date hereof and continuing until the termination of the Transaction Liens in accordance with Section 5.07(b), each Pledged Account shall be established and maintained by the Depository Bank as a securities account or as a deposit account at its offices in New York City, New York, in the name of and under the sole dominion and control of the Collateral Agent; provided that the Cash Collateral Account may be terminated at such time as: (i) all Letters of Credit shall have expired or been paid, settled, satisfied, released, or otherwise terminated, (ii) all LC Disbursements shall have been reimbursed, (iii) all LC Commitments and all commitments of the Lenders to participate in Letters of Credit shall have been terminated and (iv) all amounts on deposit in the Cash Collateral Account shall have been distributed to the Administrative Agent or the Collateral Agent or have been transferred to the Collateral Account as Unused Cash Collateral, to be applied in accordance with Section 2.09 of the Credit Agreement and Section 6.02. The Collateral Agent shall cause each of the Pledged Accounts to be, and each Pledged Account shall be, separate from all other accounts held by or under the control or dominion of the Collateral Agent. The Company irrevocably confirms the authority of (and directs and authorizes) the Collateral Agent to, or to direct the Depository Bank to, and the Collateral Agent agrees to, or to direct the Depository Bank to, deposit into, or credit to, and transfer funds from the Pledged Accounts to the Collateral Agent, the Administrative Agent, the other Secured Parties and the Company (or its designee) ), in each case in accordance with this Agreement and the other Loan Documents. (c) The Secured Parties and the Credit Parties acknowledge that the Collateral Agent may cause the Depository Bank to establish subaccounts of the Qualified Investments Account, and that such subaccounts may, at the Collateral Agent’s election, be either (i) actual, separate accounts or (ii) notional accounts reflected in the Collateral Agent’s records as accounting entries with respect to the actual Qualified Investments Account maintained by the Depository Bank. Each such subaccount shall constitute a Pledged Account hereunder, and each actual subaccount shall be established and maintained by the Depository Bank as a securities account at its offices in New York City, New York, in the name of the Collateral Agent. (d) Unless otherwise specified in this Agreement, all references to the Qualified Investments Account shall include references to all subaccounts thereof, and such subaccounts shall be subject to the same restrictions and limitations as the Qualified Investments Account. (e) The Company shall not have any rights against or to moneys or funds on deposit in, or credited to, the Pledged Accounts, as third-party beneficiary or otherwise, except the right of the Company (a) to receive moneys or funds on deposit in, or credited to, the Pledged Accounts, as required or permitted by this Agreement or by the provisions of any other Loan Document (to the extent such provisions are not inconsistent with this Agreement), and (b) to direct the Collateral Agent as to the investment of moneys held in the Pledged Accounts as permitted by Section 4.044.05. In no event shall any amounts or Cash Equivalents deposited into, or credited to, any Pledged Account, be registered in the name of the Company, payable to the order of the Company, or specially endorsed to the Company, except to the extent that the foregoing have been specially endorsed to the Depository Bank or endorsed in blank.