The Borrowers acknowledge and confirm that the Borrowers have established, and the Borrowers covenant that they will maintain, pursuant to the Deposit Account Control Agreement, one (1) Eligible Account with Deposit Bank into which the Borrowers shall, and shall cause Managers to, deposit or cause to be deposited, all Rents and other revenue from the Properties (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such accounts or funds therein, are, individually or collectively as the context may require, referred to herein as the “Deposit Account”). The Deposit Account shall be initially entitled with the name of the applicable Borrower followed by “Plymouth MWG Holdings LLC, for the benefit of ​, as administrative agent, its successors and/or assigns – Deposit Account”; provided that Agent shall have the right, upon notice to Deposit Bank and such Borrower, to change the title of the Deposit Account. Each Borrower # hereby grants to the Agent a first priority security interest in the Deposit Account and all deposits at any time contained therein and the proceeds thereof, and # will take all actions necessary to maintain in favor of the Agent a perfected first priority security interest in the Deposit Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. The Borrowers will notify the Agent promptly of the account number and any other relevant information concerning the Deposit Account and will not in any way alter or modify the Deposit Account or the terms on which it is being maintained except with the Agent’s prior consent. The Agent shall have the sole right to make withdrawals from the Deposit Account and all costs and expenses for establishing and maintaining the Deposit Account shall be paid by the Borrowers. In the event Deposit Bank ceases to qualify as an Eligible Institution, resigns as Deposit Bank, or defaults under or terminates the Deposit Account Control Agreement, the Borrowers shall designate a successor Eligible Institution reasonably approved by the Agent and transfer the Deposit Account to such Eligible Institution within thirty (30) days after request by the Agent. In addition to the foregoing, the Agent shall have the right, and each Borrower hereby grants to the Agent a power of attorney (which power of attorney shall be considered coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Deposit Bank and to take such actions as are necessary to move funds into the replacement account and otherwise cause such account to serve as the Deposit Account hereunder (and each Borrower agrees that it will cooperate as requested by the Agent in any such change).

offered for sale, sold, assigned or transferred. (b)Acquisition for Own Account.

Participant’s Account Balance. The Account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

Collection Account Access. Upon the occurrence and during the continuance of an Event of Default (and subject to [Section 5.2(a)] hereof), upon the occurrence and during the continuance of a Dominion Period (as defined in the Intercreditor Agreement) or on any date when Hypothetical Availability is less than or equal to 5% of the Credit Facility Exposure, Agent may (and shall, at the direction of Majority Lenders) notify the bank identified in any Collection Account Agreement to terminate Borrowers’ right to withdraw any funds from the Collection Accounts identified therein.

Deferred Compensation Account. Interest shall be credited on the balance of each participating Director’s Deferred Compensation Account commencing with the date as of which any amount is credited to the Deferred Compensation Account and continuing up to the last day of the quarter preceding the month in which payment of the amounts deferred pursuant to the Plan is made. Such interest shall become a part of the Deferred Compensation Account and shall be paid at the same time or times as the balance of the Deferred Compensation Account. For periods prior to July 1, 2008, such interest for each calendar quarter during the deferral period shall be computed at seventy percent (70%) of the higher of the following averages: # the prime rate charged by the major commercial banks as of the first business day of each calendar month (as reported in an official publication of the Federal Reserve System), or # the average monthly long-term rate of A rated corporate bonds (as published in Moody’s Bond Record). For periods on and after July 1, 2008, interest shall be credited at one-hundred twenty percent (120%) of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of the calendar quarter.

Operating Account Interest. Subject to [Section 9(h)], the Buydown Amount will accrue interest at the Operating Account Rate; provided that in no event shall interest accrue on # the Buydown Amount if # on any day the Buydown Amount is less than the Minimum Balance Requirement or # the average balance of funds in the Operating Account during any calendar month is less than the Minimum Balance Requirement and # that portion of the Buydown Amount that is in excess of the lesser of # the aggregate outstanding Purchase Price of all Transactions during any calendar month or # the Minimum Balance Requirement. Unless otherwise set forth in the Pricing Letter:

If a Director elects to direct deferred amounts of Cash Compensation into the Deferred Stock Account, then, on the applicable Compensation Payment Date, the Director’s Deferred Stock Account shall be credited with a number of Deferred Stock Units equal to # the amount deferred into the Deferred Stock Account, divided by # the Market Value on the Compensation Payment Date, and rounded to the nearest ten-thousandth; provided, however, that the Board may adopt another valuation method so long as such method is communicated in writing to Participants prior to the commencement of the Plan Period during which such valuation method will apply.

A Director’s Deferred Stock Account will be credited:

Valuation of Account. The balance of each Participant's Investment Account shall be determined daily based upon the fair market value of such Fund or Funds. The fair market value calculation for a Participant's Investment Account shall be made after all distributions, Investment Income and transfers for the day are recorded. A Participant’s Account, as adjusted from time to time, shall continue to be credited with Investment Income until the balance of the Investment Account is zero and no additional Contributions are anticipated for such Participant by the Committee.

Cash Deferral Account. A cash deferral account (the "Cash Deferral Account") shall be established and maintained by the Company for each Participant that makes a cash deferral election under the Plan. Each Cash Deferral Account shall be credited as of the date the amount deferred otherwise would have become due and payable to the Participant and shall be credited to reflect the interest return thereon until paid. The establishment and maintenance of such Cash Deferral Accounts, however, shall not be construed as entitling any Participant to any specific assets of the Company and shall represent an unfunded and unsecured promise of the Company with respect to the amounts due thereunder.