Common use of Lessor Accounts Clause in Contracts

Lessor Accounts. So long as any Secured Obligations remain unpaid: (i) Other than accounts with a nominal balance established by a Grantor in its jurisdiction of organization or incorporation solely to comply with local laws or regulations relating to its establishment, no Grantor shall establish any Account except to the extent that it is entitled, pursuant to the Indenture and in compliance with this Section 3.03(b)(i), to establish one or more Lessor Accounts. Except to the extent that any payment is permitted by the Indenture to be deposited in a Lessor Account, each Grantor shall instruct each Obligor to make such payment to the Collections Account in accordance with the Indenture and shall instruct each other Person obligated to make any #4821-3610-4420v6 other payment to such Grantor to the Collections Account in accordance with the Indenture. (ii) With respect to each Lessor Account: (A) Each Grantor shall maintain (or cause the Administrative Agent on such Grantor’s behalf to maintain) each Lessor Account (as an Eligible Account) in its name only with (x) the Operating Bank, (y) an Eligible Institution or (z) another bank or financial institution so long as such Lessor Account meets the definition of an Eligible Account at all times (a “Lessor Account Bank”). Unless not required pursuant to Section 3.01(l) of the Indenture, each Grantor shall cause any such Lessor Account Bank to establish and maintain such Lessor Account in the name of such Grantor on its books and records and to enter into a letter agreement in substantially the form of Exhibit B (or such other form as is reasonably acceptable to the Security Trustee) (the “Account Letter”) or a Local Law Security Document, or to make such other arrangements as are acceptable to the Security Trustee and consistent with the requirements of Section 3.01(l) of the Indenture with respect to such Lessor Account. Each Grantor shall cause the Administrative Agent to direct the transfer of funds on deposit in any Lessor Account in accordance with Section 3.01(l) of the Indenture. (B) Each Grantor shall immediately instruct each Obligor to make any Lease Payment not required, as provided in Section 3.03(b)(i), to be made to a Security Trustee Account to a Lessor Account meeting the requirements of Section 3.03(b)(ii)(A). (C) Upon any termination of any Account Letter, Local Law Security Document or other agreement with respect to the maintenance of a Lessor Account by any Grantor or any Lessor Account Bank or other bank or financial institution pursuant to clause (ii)(A) above, such Grantor shall immediately notify all Obligors that were making payments to such Lessor Account to make all future payments to another Account meeting the requirements of this Section 3.03(b)(ii). Subject to the terms of any Lease, upon request by the Security Trustee, each Grantor shall, and if prohibited from doing so by the terms of any Lease, shall use commercially reasonable efforts to seek the consent of the relevant Lessee to, terminate any or all of its Lessor Accounts, in which case Section 3.03(b)(i) shall apply

Lessor Accounts. So long as any Secured Obligations remain unpaid: (i) Other than accounts with a nominal balance established by a Grantor in its jurisdiction of organization or incorporation solely to comply with local laws or regulations relating to its establishment, no Grantor shall establish any Account except to the extent that it is entitled, pursuant to the Indenture and in compliance with this Section 3.03(b)(i), to establish one or more Lessor Accounts. Except to the extent that any payment is permitted by the Indenture to be deposited in a Lessor Account, each Grantor shall instruct each Obligor to make such payment to the Collections Account in accordance with the Indenture and shall instruct each other Person obligated to make any #4821-3610-4420v6 other payment to such Grantor to the Collections Account in accordance with the Indenture. (ii) With respect to each Lessor Account: (A) Each Grantor shall maintain (or cause the Administrative Agent on such Grantor’s behalf to maintain) each Lessor Account (as an Eligible Account) in its name only with (x) the Operating Bank, (y) an Eligible Institution or (z) another bank or financial institution so long as such Lessor Account meets the definition of an Eligible Account at all times (a “Lessor Account Bank”). Unless not required pursuant to Section 3.01(l) of the Indenture, each Grantor shall cause any such Lessor Account Bank to establish and maintain such Lessor Account in the name of such Grantor on its books and records and to enter into a letter agreement in substantially the form of Exhibit B (or such other form as is reasonably acceptable to the Security Trustee) (the “Account Letter”) or a Local Law Security Document, or to make such other arrangements as are acceptable to [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission the Security Trustee and consistent with the requirements of Section 3.01(l) of the Indenture with respect to such Lessor Account. Each Grantor shall cause the Administrative Agent to direct the transfer of funds on deposit in any Lessor Account in accordance with Section 3.01(l) of the Indenture. (B) Each Grantor shall immediately instruct each Obligor to make any Lease Payment not required, as provided in Section 3.03(b)(i), to be made to a Security Trustee Account to a Lessor Account meeting the requirements of Section 3.03(b)(ii)(A). (C) Upon any termination of any Account Letter, Local Law Security Document or other agreement with respect to the maintenance of a Lessor Account by any Grantor or any Lessor Account Bank or other bank or financial institution pursuant to clause (ii)(A) above, such Grantor shall immediately notify all Obligors that were making payments to such Lessor Account to make all future payments to another Account meeting the requirements of this Section 3.03(b)(ii). Subject to the terms of any Lease, upon request by the Security Trustee, each Grantor shall, and if prohibited from doing so by the terms of any Lease, shall use commercially reasonable efforts to seek the consent of the relevant Lessee to, terminate any or all of its Lessor Accounts, in which case Section 3.03(b)(i) shall apply

Lessor Accounts. So long as any Secured Obligations remain unpaid: (i) Other than accounts with a nominal balance established by a Grantor in its jurisdiction of organization or incorporation solely to comply with local laws or regulations relating to its establishment, no Grantor shall establish any Account except to the extent that it is entitled, pursuant to the Indenture and in compliance with this Section 3.03(b)(i), to establish one or more Lessor Accounts. Except to the extent that any payment is permitted by the Indenture to be deposited in a Lessor Account, each Grantor shall instruct each Obligor to make such payment to the Collections Account in accordance with the Indenture and shall instruct each other Person obligated to make any #4821-3610-4420v6 other payment to such Grantor to the Collections Account in accordance with the Indenture. (ii) With respect to each Lessor Account: (A) Each Grantor shall maintain (or cause the Administrative Agent on such Grantor’s behalf to maintain) each Lessor Account (as an Eligible Account) in its name only with (x) the Operating Bank, (y) an Eligible Institution or (z) another bank or financial institution so long as such Lessor Account meets the definition of an Eligible Account at all times (a “Lessor Account Bank”). Unless not required pursuant to Section 3.01(l) of the Indenture, each Grantor shall cause any such Lessor Account Bank to establish and maintain such Lessor Account in the name of such Grantor on its books and records and to enter into a Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. letter agreement in substantially the form of Exhibit B (or such other form as is reasonably acceptable to the Security Trustee) (the “Account Letter”) or a Local Law Security Document, or to make such other arrangements as are acceptable to the Security Trustee and consistent with the requirements of Section 3.01(l) of the Indenture with respect to such Lessor Account. Each Grantor shall cause the Administrative Agent to direct the transfer of funds on deposit in any Lessor Account in accordance with Section 3.01(l) of the Indenture. (B) Each Grantor shall immediately instruct each Obligor to make any Lease Payment not required, as provided in Section 3.03(b)(i), to be made to a Security Trustee Account to a Lessor Account meeting the requirements of Section 3.03(b)(ii)(A). (C) Upon any termination of any Account Letter, Local Law Security Document or other agreement with respect to the maintenance of a Lessor Account by any Grantor or any Lessor Account Bank or other bank or financial institution pursuant to clause (ii)(A) above, such Grantor shall immediately notify all Obligors that were making payments to such Lessor Account to make all future payments to another Account meeting the requirements of this Section 3.03(b)(ii). Subject to the terms of any Lease, upon request by the Security Trustee, each Grantor shall, and if prohibited from doing so by the terms of any Lease, shall use commercially reasonable efforts to seek the consent of the relevant Lessee to, terminate any or all of its Lessor Accounts, in which case Section 3.03(b)(i) shall apply

Lessor Accounts. So long as any Secured Obligations remain unpaid: (i) Other than accounts with a nominal balance established by a Grantor in its jurisdiction of organization or incorporation solely to comply with local laws or regulations relating to its establishment, no Grantor shall establish any Account except to the extent that it is entitled, pursuant to the Indenture and in compliance with this Section 3.03(b)(i), to establish one or more Lessor Accounts. Except to the extent that any payment is permitted by the Indenture to be deposited in a Lessor Account, each Grantor shall instruct each Obligor to make such payment to the Collections Account in accordance with the Indenture and shall instruct each other Person obligated to make any #4821-3610-4420v6 other payment to such Grantor to the Collections Account in accordance with the Indenture. (ii) With respect to each Lessor Account: (A) Each Grantor shall maintain (or cause the Administrative Agent on such Grantor’s behalf to maintain) each Lessor Account (as an Eligible Account) in its name only with (x) the Operating Bank, (y) an Eligible Institution or (z) another bank or financial institution so long as such Lessor Account meets the definition of an Eligible Account at all times (a “Lessor Account Bank”). Unless not required pursuant to Section 3.01(l) of the Indenture, each Grantor shall cause any such Lessor Account Bank to establish and maintain such Lessor Account in the name of such Grantor on its books and records and to enter into a letter agreement in substantially the form of Exhibit B (or such other form as is reasonably acceptable to the Security Trustee) (the “Account Letter”) or a Local Law Security Document, or to make such other arrangements as are acceptable to the Security Trustee and consistent with the requirements of Section 3.01(l) of the Indenture with respect to such Lessor Account. Each Grantor shall cause the Administrative Agent to direct the transfer of funds on deposit in any Lessor Account in accordance with Section 3.01(l) of the Indenture. (B) Each Grantor shall immediately instruct each Obligor to make any Lease Payment not required, as provided in Section 3.03(b)(i), to be made to a Security Trustee Account to a Lessor Account meeting the requirements of Section 3.03(b)(ii)(A). (C) Upon any termination of any Account Letter, Local Law Security Document or other agreement with respect to the maintenance of a [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Lessor Account by any Grantor or any Lessor Account Bank or other bank or financial institution pursuant to clause (ii)(A) above, such Grantor shall immediately notify all Obligors that were making payments to such Lessor Account to make all future payments to another Account meeting the requirements of this Section 3.03(b)(ii). Subject to the terms of any Lease, upon request by the Security Trustee, each Grantor shall, and if prohibited from doing so by the terms of any Lease, shall use commercially reasonable efforts to seek the consent of the relevant Lessee to, terminate any or all of its Lessor Accounts, in which case Section 3.03(b)(i) shall apply