Common use of Creation of Accounts Clause in Contracts

Creation of Accounts. (a) The Escrow Agent agrees to establish and maintain two (2) accounts at Citibank, N.A.: (i) a segregated deposit account for the benefit of Holdings, Administrative Agent and Parallel (collectively, the “Holdings Escrow Account”) and (ii) a segregated deposit account for the benefit of Parallel and the Administrative Agent (the “Parallel Deposit Account”). Upon the closing of the Offer, Holdings caused the Commitment Amount to be delivered to the Escrow Agent in accordance with instructions provided by the Escrow Agent, and the Escrow Agent is hereby instructed to deposit the Commitment Amount in the Holdings Escrow Account and to hold in escrow in the Holdings Escrow Account in accordance with this Agreement the Commitment Amount, together with all earnings thereon, if any, after the date hereof (the Commitment Amount, inclusive of all earnings thereon, being referred to as the “Escrow Funds”). The Escrow Agent acknowledged receipt of the Commitment Amount. Whenever and to the extent Escrow Funds are distributed pursuant to the Equity Issuance Instructions provided for in Section 3(a) of this Agreement (the “Distributed Funds”), the Escrow Agent is hereby instructed to deposit such Distributed Funds in the Parallel Deposit Account and to hold in escrow in the Parallel Deposit Account in accordance with this Agreement the Distributed Funds together with all earnings thereon, if any, after the date hereof (the Distributed Funds, inclusive of all earnings thereon, if any, being referred to as the “Deposit Funds”). (b) In the event any Senior Notes are to be placed into escrow under Section 3(d) of this Agreement, Holdings and Parallel agree to use commercially reasonable efforts to establish an investment account (the “Bond Account”) with an escrow agent other than the Escrow Agent named herein which will perform the functions set forth in Section 3(d) (the “Bond Agent”), and Holdings and Parallel further agree that Section 3(d) will govern with respect to the Senior Notes and the Bond Account. The Administrative Agent will assist Holdings and Parallel in connection with finding a Bond Agent. The Escrow Agent, in such capacity, shall not have any duties or obligations with respect to Section 3(d), any Senior Notes or the Bond Account. If and when a Bond Account is established, the Bond Agent will execute and deliver an amendment to this Agreement or an ancillary agreement agreed upon by Parallel, Holdings, Administrative Agent and the Bond Agent. Unless otherwise provided in such amendment or ancillary agreement, the Bond Agent shall have all rights of the Escrow Agent in this Agreement except those directly relating to the Escrow Funds, the Holdings Escrow Account, the Deposit Funds and the Parallel Deposit Account and those set forth in Section 5. (c) Upon execution of this Agreement, Holdings, Parallel and Administrative Agent shall each execute and deliver to the Escrow Agent a certificate of incumbency substantially in the form set forth for such party in Exhibit A hereto, for the purpose of establishing the identity of the representative of Holdings, Parallel and Administrative Agent entitled to issue instructions or directions to the Escrow Agent on behalf of each such party (the person(s) so designated from time to time, the “Authorized Persons”). In the event of any change in the identity of such representatives, a new certificate of incumbency shall be executed and delivered to the Escrow Agent by the appropriate party with a copy simultaneously sent to the other parties hereto. Until such time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall be fully protected in relying without inquiry on any then current incumbency certificate on file with the Escrow Agent. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement) such funds transfer instructions should contain a selected test word also evidenced on each certificate of incumbency. Test words must contain at least 8 alphanumeric characters, established at document execution and changed each time a new certificate of incumbency is executed and delivered in accordance with the above. The parties to this Agreement acknowledge that these security procedures for funds transfers are commercially reasonable. (d) Holdings, Parallel and Administrative Agent acknowledge and agree that all funds held in the Holdings Escrow Account, the Parallel Deposit Account and all rights with respect thereto granted under this Agreement are Collateral (as defined in the Credit Agreement) and the Administrative Agent and the Lenders under the Credit Agreement shall possess all rights thereto granted to them under the Credit Agreement and the Security Instruments (as defined in the Credit Agreement) that are a part thereof. Holdings and Parallel agree that they will promptly execute and deliver to Administrative Agent at its reasonable request all documents, agreements and instruments necessary or appropriate to carry out the acknowledgement and agreement in the foregoing sentence. The Escrow Agent, in such capacity, shall have no responsibility, duty, liability or obligation with respect to the Collateral, the Credit Agreement, other Security Instruments or any security interest created thereby, and the Escrow Agent is entitled to rely solely upon the terms of this Agreement. (e) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. The parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent.

Creation of Accounts. (a) The Escrow Agent agrees Depositary Bank hereby confirms that it has established the following special, segregated, and irrevocable cash collateral accounts in the name of the Party identified below (as further described in Exhibit A and including any subaccounts established thereunder, including each of those referenced on Exhibit A, the “Accounts”; all references to establish and maintain two (2the Accounts shall mean any Account, the Account established with the Depositary Bank or all the Accounts, as the context may require) accounts at Citibank, N.A.: in the form of non- interest bearing accounts: (i) a segregated deposit an account for in the benefit name of Holdings, Administrative Agent and Parallel (collectively, the Trust identified as the “Holdings Escrow Holding Account” (the “Holding Account”) and ); and (ii) a segregated deposit an account for in the benefit name of Parallel and the Administrative Agent Authority identified as the “Authority PSL-Sourced Proceeds Account” (the “Parallel Deposit Authority PSL-Sourced Proceeds Account”). Upon the closing of the Offer, Holdings caused the Commitment Amount to be delivered to the Escrow Agent in accordance with instructions provided by the Escrow Agent, and the Escrow Agent is hereby instructed to deposit the Commitment Amount in the Holdings Escrow Account and to hold in escrow in the Holdings Escrow Account in accordance with this Agreement the Commitment Amount, together with all earnings thereon, if any, after the date hereof (the Commitment Amount, inclusive of all earnings thereon, being referred to as the “Escrow Funds”). The Escrow Agent acknowledged receipt of the Commitment Amount. Whenever and to the extent Escrow Funds are distributed pursuant to the Equity Issuance Instructions provided for in Section 3(a) of this Agreement (the “Distributed Funds”), the Escrow Agent is hereby instructed to deposit such Distributed Funds in the Parallel Deposit Account and to hold in escrow in the Parallel Deposit Account in accordance with this Agreement the Distributed Funds together with all earnings thereon, if any, after the date hereof (the Distributed Funds, inclusive of all earnings thereon, if any, being referred to as the “Deposit Funds”). (b) In the event any Senior Notes are to The Parties hereto acknowledge and agree that (i) each Account is and shall be placed into escrow under maintained as a “securities account” (as such term is defined in Section 3(d8-501(a) of the UCC and the Hague Convention) with respect to all financial assets and financial entitlements in respect of which the applicable Depositary Bank is and shall be (x) a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and an “intermediary” (as defined in the Hague Convention) and (y) a “deposit account” with respect to Cash deposited into such Account, (ii) the Collateral Agent is the sole Entitlement Holder with respect to each Account (and all Security Entitlements and financial assets from time to time maintained or carried therein), (iii) no Depositary Bank has entered into any agreement (other than this Agreement, Holdings and Parallel agree ) under which such Depositary Bank has agreed to use commercially reasonable efforts to establish an investment account (the “Bond Account”) comply with an escrow agent Entitlement Orders originated by any Person other than the Escrow Collateral Agent named herein which will perform the functions set forth in Section 3(d) (the “Bond Agent”), and Holdings and Parallel further agree that Section 3(d) will govern with respect to any Account or any cash, securities or other property deposited therein or credited thereto, and (iv) the Senior Notes and Accounts shall be maintained at all times in accordance with Section 2.2(a) until the Bond Account. The Administrative Agent will assist Holdings and Parallel in connection with finding a Bond Agent. The Escrow Agent, in such capacity, shall not have any duties or obligations with respect to Section 3(d), any Senior Notes or the Bond Account. If and when a Bond Account is established, the Bond Agent will execute and deliver an amendment to this Agreement or an ancillary agreement agreed upon by Parallel, Holdings, Administrative Agent and the Bond Agent. Unless otherwise provided in such amendment or ancillary agreement, the Bond Agent shall have all rights of the Escrow Agent in this Agreement except those directly relating to the Escrow Funds, the Holdings Escrow Account, the Deposit Funds and the Parallel Deposit Account and those set forth in Section 5Termination Date. (c) Upon execution Each Depositary Bank shall cause each Account to be, and each Account shall be, separate from all other accounts held by or under the control and dominion of this Agreementsuch Depositary Bank; provided, Holdingshowever, Parallel for purposes of the foregoing it is understood that Security Entitlements and Administrative Agent shall each execute and deliver to financial assets are held in a single, omnibus account at the Escrow Agent a certificate of incumbency substantially Depository Trust Company (DTC) but are identified as held in the form Accounts hereunder on the books and records of the Depository Bank. No Depositary Bank will change the name or account number of any Account from that set forth for such party in Exhibit A hereto, for without the purpose of establishing the identity prior written consent of the representative Collateral Agent, other than any changes of Holdings, Parallel and Administrative Agent entitled account numbers due to issue instructions or directions internal system changes (upon which such Depositary Bank shall provide prompt written notice thereof to the Escrow Agent on behalf of each such party (the person(s) so designated from time to time, the “Authorized Persons”Collateral Agent). In The Parties hereby authorize each Depositary Bank to open subaccounts within any of the event of Accounts, and such Depositary Bank shall open one or more subaccounts within any change in the identity of such representatives, a new certificate of incumbency shall be executed and delivered to the Escrow Agent Account if so directed by the appropriate party with a copy simultaneously sent to the other parties hereto. Until such time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall be fully protected in relying without inquiry on any then current incumbency certificate on file with the Escrow Agent. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement) such funds transfer instructions should contain a selected test word also evidenced on each certificate of incumbency. Test words must contain at least 8 alphanumeric characters, established at document execution and changed each time a new certificate of incumbency is executed and delivered in accordance with the above. The parties to this Agreement acknowledge that these security procedures for funds transfers are commercially reasonable. (d) Holdings, Parallel and Administrative Agent acknowledge and agree that all funds held in the Holdings Escrow Account, the Parallel Deposit Account and all rights with respect thereto granted under this Agreement are Collateral (as defined in the Credit Agreement) and the Administrative Agent and the Lenders under the Credit Agreement shall possess all rights thereto granted to them under the Credit Agreement and the Security Instruments (as defined in the Credit Agreement) that are a part thereof. Holdings and Parallel agree that they will promptly execute and deliver to Administrative Agent at its reasonable request all documents, agreements and instruments necessary or appropriate to carry out the acknowledgement and agreement in the foregoing sentence. The Escrow Agent, in such capacity, shall have no responsibility, duty, liability or obligation with respect to the Collateral, the Credit Agreement, other Security Instruments or any security interest created thereby, and the Escrow Agent is entitled to rely solely upon the terms of this Agreement. (e) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. The parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent.

Creation of Accounts. (a) The Escrow Agent agrees Depositary Bank hereby confirms that it has established the following special, segregated, and irrevocable cash collateral accounts in the name of the Party identified below (as further described in Exhibit A and including any subaccounts established thereunder, including each of those referenced on Exhibit A, the “Accounts”; all references to establish and maintain two (2the Accounts shall mean any Account, the Account established with the Depositary Bank or all the Accounts, as the context may require) accounts at Citibank, N.A.: in the form of non--interest bearing accounts: (i) a segregated deposit an account for in the benefit name of Holdings, Administrative Agent and Parallel (collectively, the Trust identified as the “Holdings Escrow Holding Account” (the “Holding Account”) and ); and (ii) a segregated deposit an account for in the benefit name of Parallel and the Administrative Agent Authority identified as the “Authority PSL-Sourced Proceeds Account” (the “Parallel Deposit Authority PSL-Sourced Proceeds Account”). Upon the closing of the Offer, Holdings caused the Commitment Amount to be delivered to the Escrow Agent in accordance with instructions provided by the Escrow Agent, and the Escrow Agent is hereby instructed to deposit the Commitment Amount in the Holdings Escrow Account and to hold in escrow in the Holdings Escrow Account in accordance with this Agreement the Commitment Amount, together with all earnings thereon, if any, after the date hereof (the Commitment Amount, inclusive of all earnings thereon, being referred to as the “Escrow Funds”). The Escrow Agent acknowledged receipt of the Commitment Amount. Whenever and to the extent Escrow Funds are distributed pursuant to the Equity Issuance Instructions provided for in Section 3(a) of this Agreement (the “Distributed Funds”), the Escrow Agent is hereby instructed to deposit such Distributed Funds in the Parallel Deposit Account and to hold in escrow in the Parallel Deposit Account in accordance with this Agreement the Distributed Funds together with all earnings thereon, if any, after the date hereof (the Distributed Funds, inclusive of all earnings thereon, if any, being referred to as the “Deposit Funds”). (b) In the event any Senior Notes are to The Parties hereto acknowledge and agree that (i) each Account is and shall be placed into escrow under maintained as a “securities account” (as such term is defined in Section 3(d8--501(a) of the UCC and the Hague Convention) with respect to all financial assets and financial entitlements in respect of which the applicable Depositary Bank is and shall be (x) a “securities intermediary” (within the meaning of Section 8--102(a)(14) of the UCC) and an “intermediary” (as defined in the Hague Convention) and (y) a “deposit account” with respect to Cash deposited into such Account, (ii) the Collateral Agent is the sole Entitlement Holder with respect to each Account (and all Security Entitlements and financial assets from time to time maintained or carried therein), (iii) no Depositary Bank has entered into any agreement (other than this Agreement, Holdings and Parallel agree ) under which such Depositary Bank has agreed to use commercially reasonable efforts to establish an investment account (the “Bond Account”) comply with an escrow agent Entitlement Orders originated by any Person other than the Escrow Collateral Agent named herein which will perform the functions set forth in Section 3(d) (the “Bond Agent”), and Holdings and Parallel further agree that Section 3(d) will govern with respect to any Account or any cash, securities or other property deposited therein or credited thereto, and (iv) the Senior Notes and Accounts shall be maintained at all times in accordance with Section 2.2(a) until the Bond Account. The Administrative Agent will assist Holdings and Parallel in connection with finding a Bond Agent. The Escrow Agent, in such capacity, shall not have any duties or obligations with respect to Section 3(d), any Senior Notes or the Bond Account. If and when a Bond Account is established, the Bond Agent will execute and deliver an amendment to this Agreement or an ancillary agreement agreed upon by Parallel, Holdings, Administrative Agent and the Bond Agent. Unless otherwise provided in such amendment or ancillary agreement, the Bond Agent shall have all rights of the Escrow Agent in this Agreement except those directly relating to the Escrow Funds, the Holdings Escrow Account, the Deposit Funds and the Parallel Deposit Account and those set forth in Section 5Termination Date. (c) Upon execution Each Depositary Bank shall cause each Account to be, and each Account shall be, separate from all other accounts held by or under the control and dominion of this Agreementsuch Depositary Bank; provided, Holdingshowever, Parallel for purposes of the foregoing it is understood that Security Entitlements and Administrative Agent shall each execute and deliver to financial assets are held in a single, omnibus account at the Escrow Agent a certificate of incumbency substantially Depository Trust Company (DTC) but are identified as held in the form Accounts hereunder on the books and records of the Depository Bank. No Depositary Bank will change the name or account number of any Account from that set forth for such party in Exhibit A hereto, for without the purpose of establishing the identity prior written consent of the representative Collateral Agent, other than any changes of Holdings, Parallel and Administrative Agent entitled account numbers due to issue instructions or directions internal system changes (upon which such Depositary Bank shall provide prompt written notice thereof to the Escrow Agent on behalf of each such party (the person(s) so designated from time to time, the “Authorized Persons”Collateral Agent). In The Parties hereby authorize each Depositary Bank to open subaccounts within any of the event of Accounts, and such Depositary Bank shall open one or more subaccounts within any change in the identity of such representatives, a new certificate of incumbency shall be executed and delivered to the Escrow Agent Account if so directed by the appropriate party with a copy simultaneously sent to the other parties hereto. Until such time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall be fully protected in relying without inquiry on any then current incumbency certificate on file with the Escrow Agent. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement) such funds transfer instructions should contain a selected test word also evidenced on each certificate of incumbency. Test words must contain at least 8 alphanumeric characters, established at document execution and changed each time a new certificate of incumbency is executed and delivered in accordance with the above. The parties to this Agreement acknowledge that these security procedures for funds transfers are commercially reasonable. (d) Holdings, Parallel and Administrative Agent acknowledge and agree that all funds held in the Holdings Escrow Account, the Parallel Deposit Account and all rights with respect thereto granted under this Agreement are Collateral (as defined in the Credit Agreement) and the Administrative Agent and the Lenders under the Credit Agreement shall possess all rights thereto granted to them under the Credit Agreement and the Security Instruments (as defined in the Credit Agreement) that are a part thereof. Holdings and Parallel agree that they will promptly execute and deliver to Administrative Agent at its reasonable request all documents, agreements and instruments necessary or appropriate to carry out the acknowledgement and agreement in the foregoing sentence. The Escrow Agent, in such capacity, shall have no responsibility, duty, liability or obligation with respect to the Collateral, the Credit Agreement, other Security Instruments or any security interest created thereby, and the Escrow Agent is entitled to rely solely upon the terms of this Agreement. (e) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. The parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent.

Creation of Accounts. (a) The Escrow Agent agrees Depositary Bank hereby confirms that it has established the following special, segregated, and irrevocable cash collateral accounts in the name of the Party identified below (as further described in Exhibit A and including any subaccounts established thereunder, including each of those referenced on Exhibit A, the “Accounts”; all references to establish and maintain two (2the Accounts shall mean any Account, the Account established with the Depositary Bank or all the Accounts, as the context may require) accounts at Citibank, N.A.: in the form of non-interest bearing accounts: (i) a segregated deposit an account for in the benefit name of Holdings, Administrative Agent and Parallel (collectively, the [Trust]Authority identified as the “Holdings Escrow [Holding]PSL Clearing Account” (the “[Holding]Clearing Account”) and ); and (ii) a segregated deposit an account for in the benefit name of Parallel and the Administrative Agent Authority identified as the “Authority PSL-Sourced Proceeds Account” (the “Parallel Deposit Authority PSL-Sourced Proceeds Account”). Upon the closing of the Offer, Holdings caused the Commitment Amount to be delivered to the Escrow Agent in accordance with instructions provided by the Escrow Agent, and the Escrow Agent is hereby instructed to deposit the Commitment Amount in the Holdings Escrow Account and to hold in escrow in the Holdings Escrow Account in accordance with this Agreement the Commitment Amount, together with all earnings thereon, if any, after the date hereof (the Commitment Amount, inclusive of all earnings thereon, being referred to as the “Escrow Funds”). The Escrow Agent acknowledged receipt of the Commitment Amount. Whenever and to the extent Escrow Funds are distributed pursuant to the Equity Issuance Instructions provided for in Section 3(a) of this Agreement (the “Distributed Funds”), the Escrow Agent is hereby instructed to deposit such Distributed Funds in the Parallel Deposit Account and to hold in escrow in the Parallel Deposit Account in accordance with this Agreement the Distributed Funds together with all earnings thereon, if any, after the date hereof (the Distributed Funds, inclusive of all earnings thereon, if any, being referred to as the “Deposit Funds”). (b) In the event any Senior Notes are to be placed into escrow under Section 3(d) of this Agreement, Holdings and Parallel agree to use commercially reasonable efforts to establish an investment account (the “Bond Account”) with an escrow agent other than the Escrow Agent named herein which will perform the functions set forth in Section 3(d) (the “Bond Agent”), and Holdings and Parallel further agree that Section 3(d) will govern with respect to the Senior Notes and the Bond Account. The Administrative Agent will assist Holdings and Parallel in connection with finding a Bond Agent. The Escrow Agent, in such capacity, shall not have any duties or obligations with respect to Section 3(d), any Senior Notes or the Bond Account. If and when a Bond Account is established, the Bond Agent will execute and deliver an amendment to this Agreement or an ancillary agreement agreed upon by Parallel, Holdings, Administrative Agent and the Bond Agent. Unless otherwise provided in such amendment or ancillary agreement, the Bond Agent shall have all rights of the Escrow Agent in this Agreement except those directly relating to the Escrow Funds, the Holdings Escrow Account, the Deposit Funds and the Parallel Deposit Account and those set forth in Section 5. (c) Upon execution of this Agreement, Holdings, Parallel and Administrative Agent shall each execute and deliver to the Escrow Agent a certificate of incumbency substantially in the form set forth for such party in Exhibit A hereto, for the purpose of establishing the identity of the representative of Holdings, Parallel and Administrative Agent entitled to issue instructions or directions to the Escrow Agent on behalf of each such party (the person(s) so designated from time to time, the “Authorized Persons”). In the event of any change in the identity of such representatives, a new certificate of incumbency shall be executed and delivered to the Escrow Agent by the appropriate party with a copy simultaneously sent to the other parties hereto. Until such time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall be fully protected in relying without inquiry on any then current incumbency certificate on file with the Escrow Agent. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement) such funds transfer instructions should contain a selected test word also evidenced on each certificate of incumbency. Test words must contain at least 8 alphanumeric characters, established at document execution and changed each time a new certificate of incumbency is executed and delivered in accordance with the above. The parties to this Agreement acknowledge that these security procedures for funds transfers are commercially reasonable. (d) Holdings, Parallel and Administrative Agent [Parties hereto acknowledge and agree that all funds held (i) each Account is and shall be maintained as a “securities account” (as such term is defined in Section 8-501(a) of the Holdings Escrow Account, UCC and the Parallel Deposit Account and all rights Hague Convention) with respect thereto granted under this Agreement are Collateral to all financial assets and financial entitlements in respect of which the applicable Depositary Bank is and shall be (x) a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and an “intermediary” (as defined in the Credit AgreementHague Convention) and the Administrative Agent and the Lenders under the Credit Agreement shall possess all rights thereto granted to them under the Credit Agreement and the Security Instruments (as defined in the Credit Agreementy) that are a part thereof. Holdings and Parallel agree that they will promptly execute and deliver to Administrative Agent at its reasonable request all documents, agreements and instruments necessary or appropriate to carry out the acknowledgement and agreement in the foregoing sentence. The Escrow Agent, in such capacity, shall have no responsibility, duty, liability or obligation “deposit account” with respect to Cash deposited into such Account, (ii) the Collateral, the Credit Agreement, other Security Instruments or any security interest created thereby, and the Escrow Collateral Agent is entitled the sole Entitlement Holder with respect to rely solely upon the terms of this Agreement. each Account (e) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all Security Entitlements and financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. The parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests assets from time to time from maintained or carried therein), (iii) no Depositary Bank has entered into any agreement (other than this Agreement) under which such Depositary Bank has agreed to comply with Entitlement Orders originated by any Person other than the Escrow AgentCollateral Agent with respect to any Account or any cash, securities or other property deposited therein or credited thereto, and (iv) the Accounts shall be maintained at all times in accordance with Section 2.2(a) until the Termination Date.]Depositary Bank hereby confirms that it has established an account in the name of the Trust identified as the “Holding Account” (the “Holding Account”) pursuant to the Deposit and Disbursement Agreement.

Creation of Accounts. (a) The Escrow Agent agrees to establish hereby establishes the following six special, segregated and maintain two (2) irrevocable escrow accounts which shall be maintained at Citibank, N.A.: (i) a segregated deposit account for all times until the benefit of Holdings, Administrative Agent and Parallel (collectively, the “Holdings Escrow Account”) and (ii) a segregated deposit account for the benefit of Parallel and the Administrative Agent (the “Parallel Deposit Account”). Upon the closing of the Offer, Holdings caused the Commitment Amount to be delivered to the Escrow Agent in accordance with instructions provided by the Escrow Agent, and the Escrow Agent is hereby instructed to deposit the Commitment Amount in the Holdings Escrow Account and to hold in escrow in the Holdings Escrow Account in accordance with this Agreement the Commitment Amount, together with all earnings thereon, if any, after the date hereof (the Commitment Amount, inclusive of all earnings thereon, being referred to as the “Escrow Funds”). The Escrow Agent acknowledged receipt of the Commitment Amount. Whenever and to the extent Escrow Funds are distributed pursuant to the Equity Issuance Instructions provided for in Section 3(a) termination of this Agreement (except the “Distributed Funds”), Completion Account which shall be closed after giving effect to the transfer required to be made by the Escrow Agent is hereby instructed pursuant to the last sentence of Section 4.04): (1) Revenue Account (Account No. ▇▇▇▇▇▇▇▇), (2) Insurance and Condemnation Proceeds Account (Account No. ▇▇▇▇▇▇▇▇), (3) Operation and Maintenance Account (Account No. 11014973), (4) Completion Account (Account No. ▇▇▇▇▇▇▇▇), (5) Windup Account (Account No. ▇▇▇▇▇▇▇▇), and (6) Escrow Required Payments Account (Account No. ▇▇▇▇▇▇▇▇). All moneys, investments and securities at any time on deposit such Distributed Funds in any of the Escrow Accounts shall constitute escrow funds to be held in the Parallel Deposit Account custody of the Escrow Agent for the purposes and to hold on the terms set forth in escrow in the Parallel Deposit Account in accordance with this Agreement the Distributed Funds together with all earnings thereon, if any, after the date hereof (the Distributed Funds, inclusive of all earnings thereon, if any, being referred to as the “Deposit Funds”)Agreement. (b) In The Security Agent hereby establishes a special, segregated and irrevocable cash collateral account (Account No. ▇▇▇▇▇▇▇▇) entitled the event any Senior Notes are to "Debt Service Account" which shall be placed into escrow under Section 3(dmaintained at all times until the earlier of (i) the termination of this Agreement, Holdings and Parallel agree to use commercially reasonable efforts to establish an investment account (the “Bond Account”) with an escrow agent other than the Escrow Agent named herein which will perform the functions set forth in Section 3(d) (the “Bond Agent”), and Holdings and Parallel further agree that Section 3(d) will govern Agreement with respect to the Senior Notes Debt Service Account and (ii) the payment in full of all Loans and any other amounts owing to the Lender under the General Partner Credit Agreement and the Bond Account. The Administrative Agent will assist Holdings and Parallel in connection with finding a Bond Agent. The Escrow Agent, in such capacity, shall not have any duties or obligations with respect to Section 3(d), any Senior Notes or the Bond Account. If and when a Bond Account is established, the Bond Agent will execute and deliver an amendment to this Agreement or an ancillary agreement agreed upon by Parallel, Holdings, Administrative Agent and the Bond Agent. Unless otherwise provided in such amendment or ancillary agreement, the Bond Agent shall have all rights termination of the Escrow General Partner Credit Agreement. All moneys, investments and securities at any time on deposit in the Debt Service Account shall constitute trust funds to be held in the custody of the Security Agent in this Agreement except those directly relating to for the Escrow Funds, purposes and on the Holdings Escrow Account, the Deposit Funds and the Parallel Deposit Account and those terms set forth in Section 5this Agreement. (c) Upon execution The Security Agent hereby establishes a special, segregated and irrevocable cash collateral account (Account No. ▇▇▇▇▇▇▇▇) entitled the "Required Payments Account" which shall be maintained at all times until the earlier of (i) the termination of this Agreement, Holdings, Parallel and Administrative Agent shall each execute and deliver Agreement with respect to the Escrow Agent a certificate Required Payments Account and (ii) the payment in full of incumbency substantially all Loans and any other amounts owing to the Lender under the General Partner Credit Agreement and the termination of the General Partner Credit Agreement. All moneys, investments and securities at any time on deposit in the form Required Payments Account shall constitute trust funds to be held in the custody of the Security Agent for the purposes and on the terms set forth for such party in Exhibit A hereto, for the purpose of establishing the identity of the representative of Holdings, Parallel and Administrative Agent entitled to issue instructions or directions to the Escrow Agent on behalf of each such party (the person(s) so designated from time to time, the “Authorized Persons”). In the event of any change in the identity of such representatives, a new certificate of incumbency shall be executed and delivered to the Escrow Agent by the appropriate party with a copy simultaneously sent to the other parties hereto. Until such time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall be fully protected in relying without inquiry on any then current incumbency certificate on file with the Escrow Agent. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement) such funds transfer instructions should contain a selected test word also evidenced on each certificate of incumbency. Test words must contain at least 8 alphanumeric characters, established at document execution and changed each time a new certificate of incumbency is executed and delivered in accordance with the above. The parties to this Agreement acknowledge that these security procedures for funds transfers are commercially reasonable. (d) Holdings, Parallel and Administrative The Lender shall notify the Security Agent acknowledge and agree that of the payment in full of all funds held in the Holdings Escrow Account, the Parallel Deposit Account and all rights with respect thereto granted under this Agreement are Collateral (as defined in the Credit Agreement) Loans and the Administrative Agent and termination of the Lenders under the Credit Agreement shall possess all rights thereto granted to them under the General Partner Credit Agreement and of the Security Instruments (as defined in the Credit Agreement) that are a part thereof. Holdings and Parallel agree that they will promptly execute and deliver to Administrative Agent at its reasonable request all documents, agreements and instruments necessary or appropriate to carry out the acknowledgement and agreement in the foregoing sentence. The Escrow Agent, in such capacity, shall have no responsibility, duty, liability or obligation with respect to the Collateral, the Credit Agreement, other Security Instruments or any security interest created thereby, and the Escrow Agent is entitled to rely solely upon the terms of this AgreementDebt Service Account. (e) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. The parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent.

Creation of Accounts. (a) The Escrow Agent agrees Depositary Bank hereby confirms that it has established the following special, segregated and irrevocable cash collateral accounts in the name of the Party identified below (as further described in Exhibit A and including any subaccounts established thereunder, including each of those referenced on Exhibit A, the “Accounts”; all references to establish and maintain two (2the Accounts shall mean any Account, the Account established with the Depositary Bank or all the Accounts, as the context may require) accounts at Citibank, N.A.: in the form of non-interest bearing accounts: (i) a segregated deposit an account for in the benefit name of Holdings, Administrative Agent and Parallel (collectively, the Trust identified as the “Holdings Escrow Holding Account” (the “Holding Account”) and ); and (ii) a segregated deposit an account for in the benefit name of Parallel and the Administrative Agent Authority identified as the “Authority PSL-Sourced Proceeds Account” (the “Parallel Deposit Authority PSL-Sourced Proceeds Account”). Upon the closing of the Offer, Holdings caused the Commitment Amount to be delivered to the Escrow Agent in accordance with instructions provided by the Escrow Agent, and the Escrow Agent is hereby instructed to deposit the Commitment Amount in the Holdings Escrow Account and to hold in escrow in the Holdings Escrow Account in accordance with this Agreement the Commitment Amount, together with all earnings thereon, if any, after the date hereof (the Commitment Amount, inclusive of all earnings thereon, being referred to as the “Escrow Funds”). The Escrow Agent acknowledged receipt of the Commitment Amount. Whenever and to the extent Escrow Funds are distributed pursuant to the Equity Issuance Instructions provided for in Section 3(a) of this Agreement (the “Distributed Funds”), the Escrow Agent is hereby instructed to deposit such Distributed Funds in the Parallel Deposit Account and to hold in escrow in the Parallel Deposit Account in accordance with this Agreement the Distributed Funds together with all earnings thereon, if any, after the date hereof (the Distributed Funds, inclusive of all earnings thereon, if any, being referred to as the “Deposit Funds”). (b) In the event any Senior Notes are to The Parties hereto acknowledge and agree that (i) each Account is and shall be placed into escrow under maintained as a “securities account” (as such term is defined in Section 3(d8-501(a) of the UCC and the Hague Convention) with respect to all financial assets and financial entitlements in respect of which the applicable Depositary Bank is and shall be (x) a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and an “intermediary” (as defined in the Hague Convention) and (y) a “deposit account” with respect to Cash deposited into such Account, (ii) the Collateral Agent is the sole Entitlement Holder with respect to each Account (and all Security Entitlements and financial assets from time to time maintained or carried therein), (iii) no Depositary Bank has entered into any agreement (other than this Agreement, Holdings and Parallel agree ) under which such Depositary Bank has agreed to use commercially reasonable efforts to establish an investment account (the “Bond Account”) comply with an escrow agent Entitlement Orders originated by any Person other than the Escrow Collateral Agent named herein which will perform the functions set forth in Section 3(d) (the “Bond Agent”), and Holdings and Parallel further agree that Section 3(d) will govern with respect to any Account or any cash, securities or other property deposited therein or credited thereto and (iv) the Senior Notes and Accounts shall be maintained at all times in accordance with Section 2.2(a) until the Bond Account. The Administrative Agent will assist Holdings and Parallel in connection with finding a Bond Agent. The Escrow Agent, in such capacity, shall not have any duties or obligations with respect to Section 3(d), any Senior Notes or the Bond Account. If and when a Bond Account is established, the Bond Agent will execute and deliver an amendment to this Agreement or an ancillary agreement agreed upon by Parallel, Holdings, Administrative Agent and the Bond Agent. Unless otherwise provided in such amendment or ancillary agreement, the Bond Agent shall have all rights of the Escrow Agent in this Agreement except those directly relating to the Escrow Funds, the Holdings Escrow Account, the Deposit Funds and the Parallel Deposit Account and those set forth in Section 5Termination Date. (c) Upon execution Each Depositary Bank shall cause each Account to be, and each Account shall be, separate from all other accounts held by or under the control and dominion of this Agreementsuch Depositary Bank; provided, Holdingshowever, Parallel for purposes of the foregoing it is understood that Security Entitlements and Administrative Agent shall each execute and deliver to financial assets are held in a single, omnibus account at the Escrow Agent a certificate of incumbency substantially Depository Trust Company (DTC) but are identified as held in the form Accounts hereunder on the books and records of the Depository Bank. No Depositary Bank will change the name or account number of any Account from that set forth for such party in Exhibit A hereto, for without the purpose of establishing the identity prior written consent of the representative Collateral Agent, other than any changes of Holdings, Parallel and Administrative Agent entitled account numbers due to issue instructions or directions internal system changes (upon which such Depositary Bank shall provide prompt written notice thereof to the Escrow Agent on behalf of each such party (the person(s) so designated from time to time, the “Authorized Persons”Collateral Agent). In The Parties hereby authorize each Depositary Bank to open subaccounts within any of the event of Accounts, and such Depositary Bank shall open one or more subaccounts within any change in the identity of such representatives, a new certificate of incumbency shall be executed and delivered to the Escrow Agent Account if so directed by the appropriate party with a copy simultaneously sent to the other parties hereto. Until such time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall be fully protected in relying without inquiry on any then current incumbency certificate on file with the Escrow Agent. In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement) such funds transfer instructions should contain a selected test word also evidenced on each certificate of incumbency. Test words must contain at least 8 alphanumeric characters, established at document execution and changed each time a new certificate of incumbency is executed and delivered in accordance with the above. The parties to this Agreement acknowledge that these security procedures for funds transfers are commercially reasonable. (d) Holdings, Parallel and Administrative Agent acknowledge and agree that all funds held in the Holdings Escrow Account, the Parallel Deposit Account and all rights with respect thereto granted under this Agreement are Collateral (as defined in the Credit Agreement) and the Administrative Agent and the Lenders under the Credit Agreement shall possess all rights thereto granted to them under the Credit Agreement and the Security Instruments (as defined in the Credit Agreement) that are a part thereof. Holdings and Parallel agree that they will promptly execute and deliver to Administrative Agent at its reasonable request all documents, agreements and instruments necessary or appropriate to carry out the acknowledgement and agreement in the foregoing sentence. The Escrow Agent, in such capacity, shall have no responsibility, duty, liability or obligation with respect to the Collateral, the Credit Agreement, other Security Instruments or any security interest created thereby, and the Escrow Agent is entitled to rely solely upon the terms of this Agreement. (e) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. The parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent.