Common use of Confirmation and Agreement Clause in Contracts

Confirmation and Agreement. The Collateral Agent acknowledges, confirms and agrees that, as of the Closing Date and as of each date on which any Collateral Account is established pursuant to this Agreement: (i) each Collateral Account is a “securities account” (within the meaning of Section 8-501 of the UCC) in respect of which the Collateral Agent is a securities intermediary and to the extent of any cash credited to such Collateral Account is a “deposit account” (within the meaning of Section 9-102 of the UCC); (ii) the Collateral Agent is the “entitlement holder” (within the meaning of 8-102(a)(7) of the UCC) of all “security entitlements” (within the meaning of 8-102(a)(17) of the UCC) carried in or credited to the Collateral Accounts; (iii) all property delivered to the Collateral Agent pursuant to this Agreement will be promptly credited to a Collateral Account; (iv) all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to any Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Collateral Agent or in blank, or credited to another securities account maintained in the name of the Collateral Agent; (v) the Collateral Agent shall promptly comply with all written instructions (including instructions directing the disposition of funds or financial assets) and/or “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) originated by the Administrative Agent with respect to any Collateral Account; and (vi) the Collateral Agent shall not change the name or account number of any Collateral Account without the prior written consent of the other Agents and the Borrower.

Confirmation and Agreement. The Collateral Agent Securities Intermediary acknowledges, confirms and agrees thatagrees, as of the Closing Date and as of each date on which any Collateral Account is established pursuant to this Agreement: Date, that (i) the Securities Intermediary has established the Indenture Funds as set forth in Section 3.1 (including, without limitation, as special, segregated and irrevocable cash collateral accounts, in the form of noninterest bearing accounts, which shall be maintained at all times until the termination of this Indenture), (ii) each Collateral Account Indenture Fund is and will be maintained as a “"securities account” " (within the meaning of Section 8-501 8501 of the New York UCC), (iii) in respect of which the Collateral Agent is a securities intermediary Partnership and to the extent of any cash credited to such Collateral Account is a “deposit account” Funding Corporation are the "entitlement holders" (within the meaning of Section 9-102 8102(a)(7) of the New York UCC); (ii) in respect of the Collateral Agent is the “entitlement holder” "financial assets" (within the meaning of 8-102(a)(7Section 8102(a)(9) of the UCC) of all “security entitlements” (within the meaning of 8-102(a)(17) of the New York UCC) carried in or credited to the Collateral Accounts; Indenture Funds, but the Indenture Funds shall be under the exclusive control of the Securities Intermediary, (iiiiv) all property delivered to the Collateral Agent Securities Intermediary pursuant to this Agreement Indenture or the Senior Security Documents will be promptly credited to a Collateral Account; an Indenture Fund, (ivv) all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) assets in registered form or payable to or to the order of and credited to any Collateral Account Indenture Fund shall be registered in the name of, payable to or to the order of, or specially endorsed indorsed to, the Collateral Agent Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Collateral Agent; Securities Intermediary, and in no case will any financial asset credited to any Indenture Fund be registered in the name of, payable to or to the order of, or specially indorsed to, the Partnership or the Funding Corporation except to the extent the foregoing have been specially indorsed by the Partnership or the Funding Corporation, as the case may be, to the Securities Intermediary or in blank, (vvi) the Collateral Agent Securities Intermediary shall promptly comply with all written instructions (including instructions directing the disposition of funds or financial assets) and/or “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) originated by Trustee, and, to the Administrative Agent with respect to any Collateral Account; and limited extent set forth in this Indenture, the Partnership, and (vivii) the Collateral Agent Securities Intermediary shall not change the name or account number of any Collateral Account Indenture Fund without the prior written consent of the other Agents Trustee and the BorrowerPartnership.

Confirmation and Agreement. The Collateral Agent Securities Intermediary -------------------------- acknowledges, confirms and agrees thatagrees, as of the Closing Date and as of each date on which any Collateral Account is established pursuant to this Agreement: Date, that (i) the Securities Intermediary has established the Indenture Funds as set forth in Section 3.1 (including, without limitation, as special, segregated and ----------- irrevocable cash collateral accounts, in the form of non-interest bearing accounts, which shall be maintained at all times until the termination of this Indenture), (ii) each Collateral Account Indenture Fund is and will be maintained as a “"securities account” " (within the meaning of Section 8-501 of the New York UCC), (iii) in respect of which the Collateral Agent Issuer is a securities intermediary and to the extent of any cash credited to such Collateral Account is a “deposit account” "entitlement holder" (within the meaning of Section 9-102 of the UCC); (ii) the Collateral Agent is the “entitlement holder” (within the meaning of 8-102(a)(7) of the New York UCC) of all “security entitlements” (within the meaning of 8-102(a)(17) in respect of the UCC) carried in or credited to the Collateral Accounts; (iii) all property delivered to the Collateral Agent pursuant to this Agreement will be promptly credited to a Collateral Account; (iv) all “"financial assets” " (within the meaning of Section 8-102(a)(9) of the New York UCC) carried in or credited to the Indenture Funds, but the Indenture Funds shall be under the exclusive control of the Securities Intermediary, (iv) all property delivered to the Securities Intermediary pursuant to this Indenture or the Security Documents will be promptly credited to an Indenture Fund, (v) all financial assets in registered form or payable to or to the order of and credited to any Collateral Account Indenture Fund shall be registered in the name of, payable to or to the order of, or specially endorsed indorsed to, the Collateral Agent Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Collateral Agent; Securities Intermediary, and in no case will any financial asset credited to any Indenture Fund be registered in the name of, payable to or to the order of, or specially indorsed to, the Issuer except to the extent the foregoing have been specially indorsed by the Issuer to the Securities Intermediary or in blank, (vvi) the Collateral Agent Securities Intermediary shall promptly comply with all written instructions (including instructions directing the disposition of funds or financial assets) and/or “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) originated by Trustee, and, to the Administrative Agent with respect to any Collateral Account; and limited extent set forth in this Indenture, the Issuer and (vivii) the Collateral Agent Securities Intermediary shall not change the name or account number of any Collateral Account Indenture Fund without the prior written consent of the other Agents Trustee and the BorrowerIssuer.

Confirmation and Agreement. The Collateral Agent acknowledgesBorrower and Depository Bank, confirms as applicable, acknowledge, confirm and agrees agree that, as of the Closing Date and as of each date on which any Collateral Account is established pursuant to this Depository Agreement: (i) each Each Collateral Account is a “securities account” (within the meaning of Section 8-501 of the UCC) in respect of which the Collateral Agent is a securities intermediary and to the extent of any cash credited to such Collateral Account is will be maintained as a “deposit account” (within the meaning of as defined in Section 9-102 102(a)(29) of the UCC);. (ii) the Collateral Agent is the “entitlement holdercustomer” (within the meaning of 8as referred to in UCC Section 9-102(a)(7104(a)(3)) of the UCC) of all “security entitlements” (within the meaning of 8-102(a)(17) of the UCC) carried in or credited with respect to the Collateral Accounts and as such shall be entitled to all the rights that customers of banks have under applicable law with respect to deposit accounts, including the right to withdraw funds from, or close, the Collateral Accounts;, but, in each case, in compliance with the requirements of this Depository Agreement. (iii) all All property delivered or transferred to the Collateral Agent Depository Bank pursuant to this Depository Agreement for credit to a particular Collateral Account will be promptly promptly, and in any event not later than the second Business Day following receipt, credited by Depository Bank to a the applicable Collateral Account;. (iv) all “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and All property credited to any Collateral Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Collateral Agent Depository Bank (or its nominee) or in blankblank or be accompanied by duly executed instruments of transfer or assignment, or and in no case whatsoever shall any property credited to another securities account maintained any Collateral Account be registered in the name of Borrower, be payable to, or to the Collateral Agent;order of, Borrower or be specially endorsed to, the Borrower except to the extent the foregoing have been subsequently endorsed to Depository Bank or in blank. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (v) Each Collateral Account shall be deemed to be a “deposit account” (as defined in Section 9‑102(a)(29) of the UCC) in respect of any property deposited in or credited thereto. Depository Bank will comply with written instructions originated by the Collateral Agent shall promptly comply with all written instructions (including instructions directing the disposition of the funds or financial assetsin the Collateral Account without further consent by the Borrower. (vi) and/or The “entitlement ordersbank’s jurisdiction” (within the meaning of Section 89-102(a)(8304(b) of the UCC) originated by of the Administrative Depository Bank shall be the State of New York. (vii) Depository Bank represents and warrants to the Collateral Agent that it has not entered into any currently effective agreement with any person under which Depository Bank may be obligated to comply with directions with respect to the Collateral Account originated by a Person other than Borrower or Collateral Agent in accordance with the terms herein. Depository Bank hereby represents that it has not entered into, and agrees that, unless required by applicable law or ordered pursuant to a court order, until the termination of this Agreement, it will not enter into, any agreement with any other Person in respect of any of the Collateral Accounts pursuant to which it would agree to comply with entitlement orders, other orders or instructions made by such Person. (viii) In the event that the Depository Bank has or subsequently obtains by agreement, operation of law or otherwise a Lien over any Collateral Accounts credited thereto or any other Collateral Account; and , the Depository Bank hereby agrees that such security interest shall (viexcept as provided in the last sentence of this clause (viii)) be subordinate to the Liens of the Collateral Agent. The property standing to the credit of the Collateral Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Collateral Agent (except to the extent of the Depository Bank’s usual and customary fees and charges pursuant to its agreement with the Borrower and with respect to returned items and chargebacks either for uncollected checks or other items of payment and transfers previously credited to one or more of the Collateral Accounts, and the Borrower and the Collateral Agent hereby authorizes the Depository Bank to debit the relevant Collateral Account(s) for such amounts). (ix) Depository Bank shall not change the name or account number of any Collateral Account without the prior written consent of the Collateral Agent and Borrower, except for changes due to internal system modifications or other Agents internal reorganization of account numbers or names by the Depository Bank, within two days after which the Depository Bank shall provide written notice to the Collateral Agent and the Borrower.