Effectively manages the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations.

Access and Resource Commitment. Service Provider shall # make commercially reasonable efforts to maintain current staffing and resource levels, except as expressly authorized by Owners with respect to transferred responsibilities and the process described in Section 4.1(e) (Staffing and Resource Assessment); # maintain Owners’ access to on-Site and off-Site facilities, construction equipment, temporary construction facilities and systems, and materials to support continuation of work on the Project and the transition of Project Controls to Owners; and # to the extent required under [Section 4.1(f)], maintain and provide Owners access to Service Provider’s IT network (on-Site and off-Site) in order to support continuation of work on the Project and transition of Project Controls to Owners. Owners agree to comply with Service Provider’s applicable Westinghouse policies required for infrastructure access and end use any time Owners access Service Provider’s IT network, provided that Service Provider will provide a copy of such policies to Owners on a timetable that supports Owners’ access. Service Provider warrants that it will not apply such policies to Owners in a manner that will unreasonably inhibit Owners’ access to Service Provider’s IT network as contemplated under this Agreement, or cause Service Provider to fail to provide the access otherwise required under this Agreement. Service Provider shall not amend any such policies in a manner that will unreasonably inhibit Owners’ access to Service Provider’s IT network as contemplated under this Agreement or cause Service Provider to fail to provide the access otherwise required under this Agreement.

(f) shall continue after the Transition Period as necessary for Owners to complete the Project.

[[Administrative Agent:Organization]] CAPITAL MARKETS CORP.

c/o [[Organization E:Organization]]

Carbon Capital Corp and as director of IQM Corporation.

6 NTD: Only remove for DT Cloud Capital Corp.

“Excluded Entity” shall mean, so long as the REIT is publicly traded on a nationally recognized stock exchange, each of # the REIT, # ACRES Capital, LLC, a Delaware limited liability company, and # ACRES Capital Corp., a Delaware corporation.

BMO CAPITAL MARKETS CORP. and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS

is not an employee of a company acquired by AT&T on or after September 1, 2005 unless designated as eligible by AT&T's highest ranking officer specifically responsible for human resource matters; provided, however, effective January 1, 2009, this section 2.1(e) shall not apply to any employee who satisfies the eligibility provisions of this section 2.1 (a), (b), (c), and (d) and is employed by AT&T Inc. or any of its Subsidiaries on or after January 1, 2009, other than an employee who is a participant in the BellSouth Corporation Supplemental Executive Retirement Plan, the AT&T Corp. Nonqualified Pension Plan, or the AT&T Corp. Excess Pension Plan.