Agent’s Own Account; Clients’ Account. The Company has been advised and acknowledges that the Agent and the Forward Purchaser may trade, in compliance with applicable law, in the Common Shares for the Agent’s or the Forward Purchaser’s own accounts and for the accounts of their clients at the same time as sales of the Shares occur pursuant to this Agreement.

Account Party. The Borrowers hereby authorize and direct any Letter of Credit Issuer to name the Borrower as the “Account Party” therein and to deliver to the Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

Designated Account. Agent is authorized to make the Revolving Loans, and each Issuing Bank is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to [Section 2.6(d)]. Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Revolving Loan or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.

Each Borrower agrees that the Company will, on behalf of itself and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV], in the name of the Company but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in [Section 9.1]. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [[Section 2.4(B) or 9.1]1]]1] or this [Section 3.11]. In addition, and without limiting the foregoing or [Section 3.3(B)] of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said [Section 3.3(B)], the Borrowers shall immediately deposit into the L/C Collateral Account an amount in cash equal to one hundred five percent (105%) of such L/C Obligations as of such date.

Operating Account. From time to time, ​ may provide funds to ​ for deposit to an interest bearing account (the “Operating Account”) in accordance with this [Section 9]. The Operating Account shall be a subaccount of an interest-bearing savings account (the “Omnibus Account”) maintained by ​ as agent for the benefit of ​ and other sellers of mortgage related assets with a bank determined by ​ its sole discretion (the “Depository”). The ​ shall have non-exclusive withdrawal rights from the Operating Account. ​ acknowledges that ​ acts as ​’s agent for the limited purpose of placing funds with the Depository, and that funds held by ​ as ​’s agent are not a deposit account or other liability of ​. ​ shall maintain records of ​’s interest in the funds maintained in the Omnibus Account. Withdrawals may be paid by wire transfer or any other means chosen by ​ from time to time in its sole discretion.

Simultaneously with the occurrence of Completion of the Project, ​ shall enter into a Lockbox Agreement with a Lockbox Bank selected by ​ and acceptable to ​. Thereafter, ​ shall maintain the Lockbox Account for the term of the Loan, which Lockbox Account shall be under the sole dominion and control of ​ (subject to the terms hereof and of the Lockbox Agreement). Pursuant to the terms of the Lockbox Agreement, the Lockbox Bank shall, at the direction of ​ (which may not be given until the first commencement of a Trigger Period hereunder), establish the Lockbox Account, which Lockbox Account shall be under the sole dominion and control of ​ (subject to the terms hereof and of the Lockbox Agreement); once established, ​ shall maintain the Lockbox Account for the term of the Loan. The Lockbox Account shall have a title evidencing the foregoing in a manner acceptable to ​. ​ hereby grants to ​ a first-priority security interest in the Lockbox 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 in the Lockbox Account. ​ hereby authorizes ​ to file ​ Financing Statements and continuations thereof to perfect ​’s security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof. All costs and expenses for establishing and maintaining the Lockbox Account (or any successor thereto) shall be paid by ​. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. ​ shall not alter or modify either the Lockbox Account or the Lockbox Agreement, in each case without the prior written consent of ​. The Lockbox Agreement shall provide (and ​ shall provide) ​ online access to bank and other financial statements relating to the

Deferral Account. Deferral Account means the individual bookkeeping account maintained by the Company for an Eligible Employee to record the Eligible Employee’s Deferral Amounts and Deferral Incentive credits.

Income Account. The account will be credited with the amount deferred, and interest shall begin to accrue, as of the date the Non-Employee Director’s cash compensation is payable. Interest is credited at a rate equal to the simple combined average of the monthly Aa Industrial Bond yield averages for the immediately preceding calendar quarter as reported in Moody’s Bond Record. Interest is compounded quarterly. Amounts credited to the Income Account shall be distributed either in a single payment or in substantially equal quarterly, semi-annual or annual installments (over a period not to exceed 15 years), as specified by the Non-Employee Director on the deferral election form. If a Non-Employee Director fails to specify the manner in which the Income Account shall be distributed, then it shall be distributed in a single payment.

The Committee will furnish each Participant, or make available to each Participant on-line, periodic statements of the value of each of his/her Deferral Accounts.

Escrow Account.EXAD shall verify the certificates have been deposited in Escrow as per the table on [Schedule A].