Simultaneously with the occurrence of Completion of the Project, ​ shall enter into a Cash Management Agreement with a Cash Management Bank. ​ acknowledges and agrees that the Cash Management Agreement shall provide, among other things, that upon the commencement of the first Trigger Period (if any) hereunder, a cash collateral account shall be established at the Cash Management Bank (such account, the “Cash Management Account”) in accordance with the terms of the Cash Management Agreement. ​ hereby grants to ​ a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of ​ a perfected first priority security interest. ​ hereby agrees that the Cash Management Agreement shall constitute an account control agreement with Cash Management Bank for the purposes of the UCC, and authorizes ​ to file ​ Financing Statements and continuations thereof to perfect ​’s security interest in the Cash Management Account if reasonably necessary. ​ and ​ shall have the sole right to make withdrawals from the Cash Management Account, and neither ​ or any other Person claiming on behalf of or through ​ shall have any right or authority, whether express or implied, to make use of, or withdraw any funds, investments or other properties from, the Cash Management Account, or to give any instructions with respect to the Cash Management Account. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by ​ from time to time in accordance with the Cash Management Agreement. The Cash Management Account shall be assigned the federal tax identification number of the ​. ​ shall provide ​ or Cash Management Bank, at any time upon request of ​, with a Form W-8 or W-9 to evidence that ​ is not subject to any back-up withholding under the IRS Code. If ​ has not completed the process of opening the Cash Management Account with the Cash Management Bank prior to the first Payment Date during a Trigger Period, then

Cash Management Agreement. The Agent shall have received from the Borrowers the final Cash Management Agreement, duly executed by each Borrower and the Cash Management Bank.

This Agreement and the Cash Management Agreement and the Deposit Account Control Agreement, collectively, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Cash Management Account and the Deposit Account in favor of the Agent for the benefit of the Lender, and each such security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of each Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, none of the Borrowers has sold, pledged or otherwise transferred or conveyed any of its rights or interests in the Cash Management Account or the Deposit Account;

Cash Management Services. [[Organization A:Organization]] may use availability hereunder up to the Cash Management Sublimit for [[Organization B:Organization]]'s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in various cash management services agreements related to such services (the "Cash Management Services"). The entire Cash Management Sublimit will be treated as an Advance for purposes of determining availability under the Domestic Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. The Cash Management Services shall be subject to additional terms set forth in applicable cash management services agreements.

“Guarantors” means, collectively, # the Subsidiaries of the Partnership listed on [Schedule 1.01(A)] and each other Restricted Subsidiary that is a Material Subsidiary of the Partnership that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12 and # solely with respect to # the payment and performance by each Specified Loan Party of its obligations under its Guaranty pursuant to Section 10.19 with respect to all Swap Obligations and # with respect to Obligations in respect of Secured Cash Management Agreements and Secured Hedge Agreements, the Borrowers. For the avoidance of doubt, no CFC, FSHCO, or any Subsidiary that is disregarded for U.S. federal income tax purposes and that is held directly or indirectly by a CFC or FSHCO shall be a Guarantor.

“Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“Secured Parties” means, collectively, the Hedge Banks, the Cash Management Banks, the Indemnitees and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Cash Management Services” has the meaning assigned to such term in the definition of the term “Secured Cash Management Obligations.”

Joint and Several Obligations. Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by ​, ​, any Agent, Arranger or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this [Section 10.20]

Fourth, ratably # to payment of that portion of the Obligations constituting unpaid principal of the Loans and the L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this subclause # to this clause Fourth held by them and # to payment of that portion of the Obligations constituting amounts owing under or in respect of Secured Swap Contracts and Secured Cash Management Services Agreements, ratably among the Swap Banks and Cash Management Banks in proportion to the respective amounts described in this subclause # to this clause Fourth held by them;