Common use of Debt Service Reserve Account Clause in Contracts

Debt Service Reserve Account. Borrower shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents.

Debt Service Reserve Account. Borrower shall fund (a) Debt Service Reserve Amount – EDC WGQ On and maintain a debt service reserve in after the date of the First WGQ Utilisation Request, EDC WGQ must ensure the amount standing to the credit of the Debt Service Reserve Account, in an amount equal Account (WGQ) is at all times not less than EDC WGQ’s Debt Service under the Finance Documents anticipated to twelve (12) monthly payments of principal and interest fall due on the Term Loan as determined from time to time by the Lender next Interest Payment Date (the “Debt Service Reserve AmountAmount (WGQ)”). Beginning with the first fiscal year end . (b) Debt Service Reserve Amount – EDC YG (i) On and after the Effective Datedate of First YG Utilisation Request, and at each fiscal year end thereafter, until such time as EDC YG must ensure that the balance in amount standing to the credit of the Debt Service Reserve Account (YG Onshore Loan) is equal at all times not less than EDC YG’s Debt Service under the Finance Documents anticipated to or greater than fall due on the next Interest Payment Date (the “Debt Service Reserve AmountAmount (YG Onshore Loan)”); and (ii) To the extent applicable, one hundred percent (100%) EDC YG must ensure that the amount standing to the credit of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in (YG Offshore Loan) is at all times not less than EDC YG’s debt service reserve amount under the Offshore Finance Documents (the “Debt Service Reserve Amount (YG Offshore Loan)”). (c) Payments in (i) On or before the date of: (A) the First WGQ Utilisation Request, EDC WGQ must deposit into the Debt Service Reserve Account shall earn interest at (WGQ) an amount sufficient to ensure that the rate determined by amount standing to the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in credit of the Debt Service Reserve Account (WGQ) is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve AmountAmount (WGQ) as notified by the Facility Agent; providedand (B) the First YG Utilisation Request, however, Borrower shall not be required to make a EDC YG must deposit in into the Debt Service Reserve Account (YG Onshore Loan) an amount sufficient to ensure that the amount standing to the extent that such a deposit would exceed one hundred percent (100%) credit of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii(YG Onshore Loan) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount is not less than the Debt Service Reserve Amount. As and when Amount (YG Onshore Loan) as notified by the Facility Agent. (ii) If at any time: (A) the balance standing to the credit of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and (WGQ) is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in less than the Debt Service Reserve AccountAmount (WGQ) in accordance with this Agreement or the Account Control Agreement, EDC WGQ must immediately, but in its sole discretion, and apply such amounts any event by no later than three (3) Business Days transfer to the payment Debt Service Reserve Account (WGQ) an amount sufficient to satisfy the requirement set out in Clause 18.3(a) (Debt Service Reserve Amount – EDC WGQ); or (B) the balance standing to the credit of the Loan Obligations Debt Service Reserve Account (YG Onshore Loan) is less than the Debt Service Reserve Amount (YG Onshore Loan) in such order and manner as Lender shall determine accordance with this Agreement or the Account Control Agreement, EDC YG must immediately, but in its sole discretion. any event by no later than three (3) Business Days transfer to the Debt Service Reserve Account (YG Onshore Loan) an amount sufficient to satisfy the requirement set out in paragraph (i) of Clause 18.3(b) (Debt Service Reserve Amount – EDC YG). (d) Withdrawals by the Lender of any EDC WGQ may only withdraw amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 (WGQ) and EDC YG may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in only withdraw amounts from the Debt Service Reserve Account being available to make payment on any Loan Obligations, (YG Onshore Loan) if they are approved by the Facility Agent and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation applied to pay any amounts due and payable under the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver Finance Documents at that time respectively, but only to the Lender extent that there are insufficient funds in any other accounts opened and all deposit account control agreements maintained by EDC WGQ or EDC YG (as the Lender case may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require be) to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentsmeet their respective payments.

Debt Service Reserve Account. Borrower (a) Funds shall fund and maintain a debt service reserve in be deposited into the Debt Service Reserve Account: (i) on the In-Progress Plant 1 Construction Loan Funding Date, from the Escrow Account as directed in writing pursuant to Section 8.03(b) (Escrow Account), in an the amount equal required pursuant to twelve Section 7.01(g) (12Affirmative Covenants-Use of Proceeds) monthly payments with respect to such Construction Loans to cover the required funding of principal and interest on the Term Loan as determined from time to time by the Lender fifty percent (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in 50%) of the Debt Service Reserve Requirement; (ii) on the In-Progress Plant 2 Construction Loan Funding Date, from the Escrow Account is equal as directed in writing pursuant to or greater than Section 8.03(b) (Escrow Account), and the proceeds (if any) of In-Progress Plant 2 Tranche A Construction Loans, as applicable, in the amount required pursuant to Section 7.01(g) (Affirmative Covenants-Use of Proceeds) with respect to such Construction Loans to cover the required funding of fifty percent (50%) of the Debt Service Reserve AmountRequirement; (iii) on the Conversion Date, pursuant to disbursement priority first as set forth in Section 2.06(e) (Funding of Loans); and (iv) pursuant to Section 8.08(c)(ix) (Revenue Account); provided that, notwithstanding the foregoing, in lieu of cash, the Borrowers may cause to be delivered to the Accounts Bank one hundred percent (100%) of Excess Cash Flow shall be deposited in the or more Debt Service Reserve Account Letters of Credit (each of which shall be accompanied by Borrower within 120 days of each fiscal year end. The balance held in the a Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve AmountLC Waiver Letter), the Borrower shall, within sixty (60) days after receipt Stated Amounts of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient which shall be credited to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account. (b) On any date when the amounts available at priorities third through sixth as set forth in Section 8.08(c) (Revenue Account) are insufficient to pay Debt Service then due and owing, in its sole discretion, and apply the Accounts Bank shall (upon written notification from the Borrowers' Agent or the Administrative Agent setting forth the amount of such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts shortfall) withdraw funds from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the BorrowerAdministrative Agent, provided that Lender for the account of the Senior Secured Parties, the amount of such shortfall of the Debt Service then due and payable, which funds shall provide be applied in the order of priority set forth in priorities third through sixth of Section 8.08(c) (Revenue Account). The Accounts Bank shall promptly notify the Administrative Agent and the Collateral Agent if, at any time, there are insufficient funds (without taking into account any Debt Service Reserve Letters of Credit) standing to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in credit of the Debt Service Reserve Account being available to make payment on any Loan Obligationsthe payments required under this Section 8.12(b). (c) Upon the written instruction of the Administrative Agent, and nothing herein the Collateral Agent shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations make a demand in accordance with the terms and conditions provisions of this Agreement and each Debt Service Reserve Letter of Credit, drawdown all or a portion of the Loan Documents. Borrower shall execute and deliver to the Lender Stated Amount of any and all deposit account control agreements the Lender may reasonably request Debt Service Reserve Letter of Credit that has been delivered in accordance with this Agreement, and deposit the terms funds received into the Debt Service Reserve Account. The Administrative Agent shall instruct Collateral Agent to make such demand: (i) if amounts are required to be withdrawn from the Debt Service Reserve Account pursuant to Section 8.12(b), and conditions the amounts to be so withdrawn exceed the funds, not including the aggregate Stated Amounts of the Loan Documents, and take all actions and deliver all documents Debt Service Reserve Letters of Credit standing to the Lender may reasonably request or require to perfect the Lender’s security interest in credit of the Debt Service Reserve Account, in accordance with the terms amount necessary to make the payments of Debt Service then due and conditions payable; (ii) in full, if the commercial bank that issued such Debt Service Reserve Letter of Credit is no longer an Acceptable Bank; or (iii) in full, if (A) no less than thirty (30) days prior to the expiry date of each such Debt Service Reserve Letter of Credit, the Collateral Agent has not received notice from the issuing bank that it will extend such expiry date or renew such Debt Service Reserve Letter of Credit and no substitute or replacement letter of credit satisfying the requirements of a "Debt Service Reserve Letter of Credit" has been delivered to the Collateral Agent to replace the Stated Amount of such expiring Debt Service Reserve Letter of Credit and (B) excluding the Stated Amount of such Debt Service Reserve Letter of Credit and the Stated Amount of any other Debt Service Reserve Letter of Credit that similarly could be drawndown, an amount equal to the Debt Service Reserve Requirement is not on deposit in or standing to the credit of the Loan DocumentsDebt Service Reserve Account on the date of such drawdown. (d) If, on any Quarterly Payment Date, the funds on deposit in or standing to the credit of the Debt Service Reserve Account (taking into account the Stated Amounts of any Debt Service Reserve Letters of Credit standing to the credit of the Debt Service Reserve Account) are in excess of the Debt Service Reserve Requirement, unless a Notice of Suspension is in effect or a Default or Event of Default would occur after giving effect to such transfer, the Borrowers may direct, by delivery of a Debt Service Reserve Release Certificate to the Accounts Bank (with a copy to the Administrative Agent), the transfer to the Revenue Account of an amount equal to the difference between (x) the aggregate total amount of all funds on deposit in or standing to the credit of the Debt Service Reserve Account (taking into account the Stated Amounts of any Debt Service Reserve Letters of Credit standing to the credit of the Debt Service Reserve Account) and (y) the Debt Service Reserve Requirement, as certified by the Borrowers' Agent and confirmed by the Administrative Agent in such Debt Service Release Certificate; provided, that if such difference is positive due to the posting of a Debt Service Reserve Letter of Credit to the Debt Service Reserve Account to replace or substitute for cash then on deposit, such amount may be distributed directly to Pacific Ethanol or such other Affiliate of the Borrowers who provided such Debt Service Reserve Letter of Credit (and such distribution shall not be treated as a Restricted Payment for purposes of this Agreement).

Debt Service Reserve Account. Borrower (a) The Borrowers shall fund establish no later than the Second Amendment Effective Date and at all times thereafter (until the earlier of (x) payment in full of the Obligations (other than Unasserted Contingent Obligations) and (y) the date that the funds on deposit in the Debt Services Reserve Account have been exhausted in accordance with Section 8.24(b)) maintain the Debt Service Reserve Account with a debt service reserve bank reasonably satisfactory to Administrative Agent. The Borrowers shall deposit into the Debt Service Reserve Account the net cash proceeds of the Second Amendment Term Loan. The Debt Service Reserve Account shall be under the sole control of the Administrative Agent at all times (and irrespective of the existence or non-existence of any Event of Default), and none of the Loan Parties or any other Person (other than the Administrative Agent) shall have any right to withdraw or direct any of the funds, investment property, financial assets or other assets on deposit or held in or credited to the Debt Service Reserve Account, in an amount equal to twelve each case, prior the earlier of (12x) monthly payments payment in full of principal and interest on the Term Loan as determined from time to time by the Lender Obligations (the “other than Unasserted Contingent Obligations. The Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective DateAccount, and at each fiscal year end thereafterall funds, until such time as the balance investment property, financial assets and other assets on deposit or held in or credited to the Debt Service Reserve Account is equal Account, shall constitute Collateral in which the Administrative Agent shall have a first priority security interest for the benefit of the Secured Parties, perfected by “control” (within the meaning of the UCC), subject, as to or greater than priority, only to Permitted Liens of the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall depository institution as may be deposited agreed in the Debt Service Reserve applicable Account by Borrower within 120 days of each fiscal year end. Control Agreement. (b) The balance held in the Debt Service Reserve Account Administrative Agent shall earn interest at the rate determined by the Lender from time to time. If at apply any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, amounts on deposit in the Debt Service Reserve Account an amount sufficient at any time to restore pay the balance Term Loan Repayment Amount for the fiscal quarters ending December 31, 2020 and March 31, 2021 and any interest payable in respect of the Debt Service Reserve Account Loans for any Interest Payment Date occurring on or prior to an amount not less than March 31, 2021, in each case when due and owing to the Debt Service Reserve Amount; providedAdministrative Agent or the Lenders under the terms of this Agreement or any other Loan Document. In addition to the foregoing, howeverduring the continuance of any Event of Default, Borrower shall not be required to make a the Administrative Agent may, in its sole discretion, apply any amounts on deposit in the Debt Service Reserve Account to satisfy the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required Obligations in the manner directed by Section 5.01(c)(ii) of this Agreement for 4.02(b). The Borrowers hereby authorize the month ending immediately prior Administrative Agent to, from time to receipt of time and without notice from to the Lender. In the event that Borrower is not required to fully restore the balance in Borrowers or any other Loan Party, debit the Debt Service Reserve Account pursuant to or direct the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent application of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account funds therein for such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentspurposes.

Debt Service Reserve Account. Except as contemplated below, the Borrower shall fund and shall, at all times, from the Reserve Account Funded Date maintain a debt service reserve the balance in the Debt Service Reserve Account, Account in an amount equal to twelve (12) monthly payments of principal and interest on or greater than the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”Minimum. The Borrower shall initially fund the Debt Service Reserve Account from: a). Beginning (i) any Available Credit remaining immediately prior to the Reserve Account Funded Date (if any), (ii) any surplus proceeds in the relevant Proceeds Account, or (iii) by way of the Project Cost Overrun Funding, provided that in the case of (ii) and (iii) only where all other Project Costs have been met, in accordance with the first fiscal year end after the Effective DateCash Flow Waterfall and, and at each fiscal year end b) thereafter, until from the relevant Proceeds Account in accordance with the Cash Flow Waterfall or, if any, from the proceeds from the issuance of additional Equity, if necessary. Any amount in the Debt Service Reserve Account in excess of the Debt Service Reserve Minimum (the "DSRA Excess") may be transferred to the relevant Proceeds Account on any Repayment Date. With the prior written consent of the Lenders, the balance standing to the credit of the Debt Service Reserve Account may be applied by the Borrower to meet Debt Service Charges where there are insufficient funds in the relevant Proceeds Account to make such required payment, in whole or in part, at such time in accordance with the Cash Flow Waterfall. Where amounts standing to the credit of the Debt Service Reserve Account have been applied in accordance with the previous sentence, such application shall not constitute an Event of Default so long as the Borrower shall, within four (4) months from such payment, ensure that the balance in of the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the then applicable Debt Service Reserve AmountMinimum. For certainty and without in any way derogating from Section 10.3(o)(vi), nothing in this Section 10.3(m) obligates any Sponsor Group Member or any other Person in any way to contribute additional Equity into the Borrower shall, within sixty (60) days after receipt of notice to remedy any withdrawal from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Deb Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents.

Debt Service Reserve Account. Borrower (a) On or prior to the Term-Conversion Date, SWMP shall fund and maintain a debt service reserve in the establish at Administrative Agent’s office an account entitled “Snowflake Project Debt Service Reserve Account” (“DSR Account”). On the Term-Conversion Date, Borrowers shall deposit or cause to be deposited into the DSR Account $2,762,342, which amount may be obtained through a Construction Loan that otherwise meets all of the requirements of this Agreement. Such amount is equal to (i) principal (including principal payable as a result of optional redemption of Bonds required hereby) and interest which is expected to be payable with respect to the Bonds and the Loans in the first two full Repayment Periods after Term-Conversion, plus (ii) net payments expected to be owed to or received by SWMP under Swap Agreements during such period (with any amount to be received expressed as a negative number). Upon and after the first Principal Repayment Date, such amount shall be reasonably calculated by Administrative Agent for the then-prospective two Repayment Periods, and such calculated amount shall be the “DSR Requirement”. Administrative Agent shall be entitled to withdraw amounts from the DSR Account to pay fees, costs, charges, interest, principal, reimbursements of draws on the Letter of Credit, and other amounts due to Administrative Agent, LC Issuer or the Lenders in the event that Project Revenues or other amounts in the Revenue Account are insufficient therefor. (b) If on any Payment Date amounts in the DSR Account are below the DSR Requirement, Administrative Agent shall deposit all amounts in excess of the amounts applied pursuant to Waterfall Levels 1-6 in the DSR Account until the balance in the DSR Account is equal to the DSR Requirement. To the extent the stated amount of the DSR Letter of Credit plus amounts on deposit in the DSR Account exceed the DSR Requirement on a Payment Date, Administrative Agent shall release cash in the DSR Account to the Revenue Account. (c) In lieu of depositing cash in the DSR Account pursuant to Sections 7.3(a) and 7.3(b), Sponsor may provide an unconditional, irrevocable direct-pay letter of credit (“DSR Letter of Credit”) issued in a face amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafteror, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreementcash is deposited, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documentsthan, the Lender mayDSR Requirement for the account of Sponsor by a financial institution whose long-term debt is rated at least “A” by S&P and “A2” by Xxxxx’x, after any applicable grace periods have expired, withdraw amounts in naming Administrative Agent as the Debt Service Reserve Account, in its sole discretionbeneficiary, and apply such amounts containing terms and provisions satisfactory to the payment of the Loan Obligations in such order and manner as Lender shall determine Administrative Agent in its sole discretion. Withdrawals In addition to and without limiting the foregoing, the DSR Letter of Credit (i) shall have an initial expiration date of at least 12 months beyond the Term-Conversion Date and (ii) shall not be secured by any of the Lender Collateral. If no agreement for a renewal or replacement of the DSR Letter of Credit has been made 30 days prior to the expiration of the DSR Letter of Credit, Administrative Agent may draw upon the DSR Letter of Credit and deposit such drawing in the DSR Account or Sponsor shall deposit cash in the DSR Account in the amount of the DSR Letter of Credit. Fees, costs, expenses and reimbursement obligations relating to any DSR Letter of Credit shall be paid only out of any amounts from the Debt Service Reserve Account funds distributed to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsBorrowers at Waterfall Level 9.

Debt Service Reserve Account. Borrower (a) Funds shall fund and maintain a debt service reserve in be deposited into the Debt Service Reserve Account, in an amount equal to twelve : (12i) monthly payments of principal and interest on the Term Loan Conversion Date, pursuant to disbursement priorities first and sixth as determined from time set forth in Section 2.04(g) (Borrowing of Loans); (ii) pursuant to time by Section 8.08(b)(ix) (Revenue Account); and (iii) in lieu of cash, the Lender (Borrowers may cause to be delivered to the “Accounts Bank one or more Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at Letters of Credit (each fiscal year end thereafter, until such time as the balance in the of which shall be accompanied by a Debt Service Reserve Account is equal to or greater than LC Waiver Letter), the Debt Service Reserve Amount, one hundred percent (100%) Stated Amounts of Excess Cash Flow which shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time credited to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account. (b) On any date when the amounts available at priorities sixth through eighth as set forth in Section 8.08(b)(vi)-(viii) (Revenue Account) are insufficient to pay Debt Service then due and owing, in its sole discretion, and apply the Accounts Bank shall (upon written notification from the Borrowers’ Agent or the Administrative Agent setting forth the amount of such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts shortfall) withdraw funds from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the BorrowerAdministrative Agent the amount of such shortfall of the Debt Service then due and payable. The Accounts Bank shall promptly notify the Administrative Agent and the Collateral Agent if, provided that Lender shall provide at any time, there are insufficient funds (without taking into account any Debt Service Reserve Letters of Credit) standing to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in credit of the Debt Service Reserve Account being available to make payment on any Loan Obligationsthe payments required under this Section 8.13(b). (c) Upon the written instruction of the Administrative Agent, and nothing herein the Collateral Agent shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations make a demand in accordance with the terms and conditions provisions of this Agreement and each Debt Service Reserve Letter of Credit, drawdown all or a portion of the Loan Documents. Borrower shall execute and deliver to the Lender Stated Amount of any and all deposit account control agreements the Lender may reasonably request Debt Service Reserve Letter of Credit that has been delivered in accordance with this Agreement, and deposit the terms funds received into the Debt Service Reserve Account. Administrative Agent shall instruct Collateral Agent to make such demand: (i) if amounts are required to be withdrawn from the Debt Service Reserve Account pursuant to Section 8.13(b), and conditions the amounts to be so withdrawn exceed the funds, not including the aggregate Stated Amounts of the Loan DocumentsDebt Service Reserve Letters of Credit, and take all actions and deliver all documents the Lender may reasonably request on deposit in or require credited to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms amount necessary to make the payments of Debt Service then due and conditions payable; (ii) in full, if the commercial bank that issued such Debt Service Reserve Letter of Credit is no longer an Acceptable Bank; or (iii) in full, if (A) no less than thirty (30) days prior to the Loan Documentsexpiry date of each such Debt Service Reserve Letter of Credit, the Collateral Agent has not received notice from the issuing bank that it will extend such expiry date or renew such Debt Service Reserve Letter of Credit and no substitute or replacement letter of credit satisfying the requirements of a “Debt Service Reserve Letter of Credit” has been delivered to the Collateral Agent to replace the Stated Amount of such expiring Debt Service Reserve Letter of Credit and (B) excluding the Stated Amount of such Debt Service Reserve Letter of Credit and the Stated Amount of any other Debt Service Reserve Letter of Credit that similarly could be drawndown, an amount equal to the Debt Service Reserve Requirement is not on deposit in or credited to the Debt Service Reserve Account on the date of such drawdown.

Debt Service Reserve Account. (a) On or prior to the initial Borrowing Date, Borrower and the Collateral Agent shall cause to be established at Depository an account entitled "Catamount Sweetwater Holdings LLC -- Debt Service Reserve Account" (such account, including any sub-accounts created by the Collateral Agent and Depository for individual Projects, the "Debt Service Reserve Account"). No later than the Borrowing Date for any Project, Borrower shall fund and maintain a debt service reserve deposit or cause to be deposited into the Debt Service Reserve Account (including from the proceeds of the Loans) an amount equal to the Minimum Debt Service Reserve Requirement for such Project. On each Scheduled Payment Date thereafter, the Collateral Agent shall instruct Depository (i) if the funds on deposit in the Debt Service Reserve Account are less than the Minimum Debt Service Reserve Requirement for all Funded Projects in each Tranche for the next six (6) month period commencing on such Scheduled Payment Date, to transfer from the Revenue Account to the Debt Service Reserve Account, from the funds remaining in the Revenue Account after application of funds in accordance with Section 7.2(a)(i) through Section 7.2(a)(vi), an amount which, together with the funds on deposit in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on equals the Term Loan as determined from time to time by the Lender (the “Minimum Debt Service Reserve Amount”). Beginning with Requirement for all Funded Projects in each Tranche for the first fiscal year end after the Effective next six (6) month period commencing on such Scheduled Payment Date, and at each fiscal year end thereafter, until such time as (ii) if the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, funds on deposit in the Debt Service Reserve Account an amount sufficient are greater than the Minimum Debt Service Reserve Requirement for all Funded Projects in each Tranche for such period, to restore the balance in transfer such excess from the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a Revenue Account funds for application in accordance with Section 7.2(a). (b) Funds on deposit in the Debt Service Reserve Account and if such funds are insufficient to make any principal payment required pursuant to Section 2.1(g)(ii)(A) hereof, proceeds of drawings on any Debt Service Reserve Letter of Credit (or Alternative Credit Support therefor) shall be used as and to the extent that such a deposit would exceed one hundred percent necessary to pay debt service under Section 7.2(a)(i) through Section 7.2(a)(v) (100%including, but not limited to, the payment of fees, interest and principal due thereunder with respect to Funded Projects) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In in the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined amounts on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Revenue Account are at any time insufficient for such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when purpose. (c) Borrower may at any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, time withdraw amounts in from the Debt Service Reserve Account, provided an original Alternative Credit Support has been issued in its sole discretion, favor of the Collateral Agent (for the benefit of the Secured Parties) and apply such amounts duly delivered to the payment of the Loan Obligations Collateral Agent in an amount equal to such order and manner as Lender shall determine withdrawal, subject in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice each case to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions requirements of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsSection 5.17.

Debt Service Reserve Account. (a) On or prior to the Closing Date, Borrower shall fund establish and thereafter maintain a debt service reserve with the Cash Management Bank an account for the purpose of reserving the Debt Service Reserve Amount (the “Debt Service Reserve Account”). (b) On the Closing Date, Borrower shall deposit or deliver Sufficient Reserve Collateral in an aggregate amount equal to the Debt Service Reserve Amount, with any Cash Collateral so delivered to be withheld by Lender from the proceeds of the Loan that would otherwise be advanced to Borrower pursuant to Section 1.1 and held in the Debt Service Reserve Account. If a Mezzanine Lender acquires direct or indirect equity interests in Borrower through foreclosure or a transfer in lieu of foreclosure and Borrower has delivered to Lender a Qualified Letter of Credit in respect of all or a portion of the Sufficient Reserve Collateral required by this Section 3.10(b), in then Borrower shall promptly deposit into the Debt Service Reserve Account additional Cash Collateral such that the Debt Service Reserve Account contains the amount that would be contained therein had Borrower deposited the initial Debt Service Reserve Amount therein on the Closing Date (and if Borrower fails to do so, then Lender shall have the right to draw on the Qualified Letter of Credit and deposit the proceeds thereof into the Debt Service Reserve Account). (c) So long as no Event of Default shall have occurred and be continuing (other than an amount equal Event of Default that would be cured through the application of this paragraph), to twelve (12) the extent that the Cash Management Account does not contain sufficient funds to pay the monthly payments of principal and scheduled or delinquent interest on the Term Loan pursuant to Sections 3.2(b)(ii) and (vi) through (xii) in full on any Payment Date after remittance of the amounts described in Sections 3.2(b)(i), 3.2(b)(iii) and 3.2(b)(iv), and such shortfall does not result from a failure by Borrower to deposit or cause to be deposited funds into the Collateral Accounts as determined required under the Loan Documents, then on such Payment Date Lender will, upon receipt of an Officer’s Certificate from time Borrower certifying as to time by the foregoing, disburse to the Cash Management Account from the Debt Service Reserve Account (to the extent of amounts contained therein) the amount necessary to make such interest payment to the extent of such shortfall. For avoidance of doubt, Lender shall have no obligation and does not expect to make monthly draws on any Qualified Letter of Credit provided in lieu of a cash deposit into the Debt Service Reserve Account, as such Qualified Letter of Credit would be intended to provide collateral for Borrower’s obligations hereunder and not to provide liquidity. (d) The Debt Service Reserve Account shall be maintained in accordance with this Section 3.10 until the conclusion of the second of any two Test Periods ending in consecutive Fiscal Quarters (whether or not in the same fiscal or calendar years) during each of which Test Periods the DSCR is greater than 1.15 (the “Debt Service Reserve AmountRelease Threshold”). Beginning with In the first fiscal year end after event that the Effective DateDSCR Release Threshold is satisfied for any such two Test Periods ending in consecutive Fiscal Quarters, and at each fiscal year end thereafterprovided no Event of Default has occurred and is continuing, until such time as the balance (w) Lender shall cause any Cash Collateral then contained in the Debt Service Reserve Account is equal to or greater than be remitted to the Cash Management Account, (x) Lender shall return to Borrower any Qualified Letter of Credit delivered in accordance with Section 3.10(b), (y) Borrower shall have the right to close the Debt Service Reserve Amount, one hundred percent Account and (100%z) of Excess Cash Flow Borrower shall be deposited have no further obligations under this Section 3.10 from and after such date. In no event shall Borrower have any obligation to replenish amounts in the Debt Service Reserve Account whether in the form of Cash Collateral or Qualified Letter of Credit. (e) If Borrower satisfies its obligation under Section 3.10(b) by providing a letter of credit which at any time ceases to be a Qualified Letter of Credit, Borrower shall, within 120 days 10 Business Days thereafter, make the necessary deliveries to Lender and/or deposits in the Debt Service Reserve Account to cause Sufficient Reserve Collateral to be reserved and/or deposited, as applicable, in respect of each fiscal year endBorrower’s obligations under this Section 3.10 in the amount that would be contained in the Debt Service Reserve Account had Borrower deposited the Debt Service Reserve Amount in the Debt Service Reserve Account on the Closing Date and amounts therein had subsequently been applied pursuant to Section 3.10. The balance held In addition, if Borrower delivers or causes to be delivered (at any time and from time to time) a Qualified Letter of Credit to Lender on account of all or any portion of the amounts required to be reserved and/or delivered in respect of this Section 3.10, then, so long as Sufficient Reserve Collateral remains following such disbursement, the Cash Collateral (or a portion thereof) then contained in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide promptly disbursed to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentswritten request.

Debt Service Reserve Account. Borrower shall fund (a) Debt Service Reserve Amount — EDC WGQ On and maintain a debt service reserve in after the date of the First WGQ Utilisation Request, EDC WGQ must ensure the amount standing to the credit of the Debt Service Reserve Account, in an amount equal Account (WGQ) is at all times not less than EDC WGQ’s Debt Service under the Finance Documents anticipated to twelve (12) monthly payments of principal and interest fall due on the Term Loan as determined from time to time by the Lender next Interest Payment Date (the “Debt Service Reserve AmountAmount (WGQ)”). Beginning with the first fiscal year end . (b) Debt Service Reserve Amount — EDC YG On and after the Effective Datedate of First YG Utilisation Request, and at each fiscal year end thereafter, until such time as EDC YG must ensure that the balance in amount standing to the credit of the Debt Service Reserve Account (YG) is equal at all times not less than EDC YG’s Debt Service under the Finance Documents anticipated to or greater than fall due on the next Interest Payment Date (the “Debt Service Reserve AmountAmount (YG)”). (c) Payments in (i) On or before the date of: (A) the First WGQ Utilisation Request, one hundred percent (100%) of Excess Cash Flow shall be deposited in EDC WGQ must deposit into the Debt Service Reserve Account by Borrower within 120 days (WGQ) an amount sufficient to ensure that the amount standing to the credit of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account (WGQ) is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve AmountAmount (WGQ) as notified by the Facility Agent; providedand (B) the First YG Utilisation Request, however, Borrower shall not be required to make a EDC YG must deposit in into the Debt Service Reserve Account (YG) an amount sufficient to ensure that the amount standing to the extent that such a deposit would exceed one hundred percent (100%) credit of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii(YG) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount is not less than the Debt Service Reserve Amount. As and when Amount (YG) as notified by the Facility Agent. (ii) If at any time: (A) the balance standing to the credit of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and (WGQ) is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in less than the Debt Service Reserve AccountAmount (WGQ) in accordance with this Agreement or the Account Control Agreement, EDC WGQ must immediately, but in its sole discretion, and apply such amounts any event by no later than three (3) Business Days transfer to the payment Debt Service Reserve Account (WGQ) an amount sufficient to satisfy the requirement set out in Clause 18.3(a) (Debt Service Reserve Amount — EDC WGQ); or (B) the balance standing to the credit of the Loan Obligations Debt Service Reserve Account (YG) is less than the Debt Service Reserve Amount (YG) in such order and manner as Lender shall determine accordance with this Agreement or the Account Control Agreement, EDC YG must immediately, but in its sole discretion. any event by no later than three (3) Business Days transfer to the Debt Service Reserve Account (YG) an amount sufficient to satisfy the requirement set out in paragraph (i) of Clause 18.3(b) (Debt Service Reserve Amount — EDC YG). (d) Withdrawals by the Lender of any EDC WGQ may only withdraw amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 (WGQ) and EDC YG may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in only withdraw amounts from the Debt Service Reserve Account being available to make payment on any Loan Obligations, (YG) if they are approved by the Facility Agent and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation applied to pay any amounts due and payable under the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver Finance Documents at that time respectively, but only to the Lender extent that there are insufficient funds in any other accounts opened and all deposit account control agreements maintained by EDC WGQ or EDC YG (as the Lender case may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require be) to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentsmeet their respective payments.

Debt Service Reserve Account. (DSRA) (a) The Borrower shall fund and maintain create on or prior to the Initial Funding Date a segregated account with the Agent which shall be designated the debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender account (the “Debt Service Reserve AmountAccount” or “DSRA”). Beginning The DSRA shall be subject to the control of the Agent under the Blocked Accounts Agreement or another blocked account agreement which shall be substantially in the form of the Blocked Accounts Agreement and which shall be delivered to the Agent along with such legal opinions and corporate and other supporting documents in connection therewith as the Agent may require, acting reasonably, both before and after a Default or an Event of Default and shall be subject to the Security in favour of the Agent. (b) On or prior to the earlier to occur of (i) the Commercial Operation Date and (ii) the Scheduled Commercial Operation Date, the Borrower shall deposit into the DSRA an amount in cash representing the then applicable Debt Service Reserve Requirement. Thereafter, the Borrower shall fund the DSRA from the Project Revenue Account in accordance with the first fiscal year end after Priority of Payments. The Borrower shall at all times from and including the Effective DateCommercial Operation Date until payment in full of all the Secured Obligations, and at each fiscal year end thereafter, until such time as maintain the balance in the Debt Service Reserve Account is in cash equal to or greater than the Debt Service Reserve Amount, one hundred percent Requirement. (100%c) of Excess Cash Flow shall be If the amount deposited in the DSRA pursuant to this Section 5.2 exceeds the then applicable Debt Service Reserve Requirement, the excess shall be transferred to the Project Revenue Account and disbursed in accordance with the Priority of Payments. (d) The Debt Service Reserve Account by Borrower within 120 days will be used exclusively for Debt Service in respect of each fiscal year endthe Loan Facility and for partial prepayment of the Loan Facility upon a non-cured Default. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender Agent may from time to time. If at time apply any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance monies in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentenceinterest, if an Event of Default has occurred and is continuing fees, charges or principal under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by Documents that is then due or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentsoverdue.

Debt Service Reserve Account. Borrower shall (a) The Company will, or will cause the Account Collateral Securities Intermediary to, establish an account (the "Debt Service Reserve Account") on or prior to the Issue Date. The Company will (i) on the Issue Date, cause to be deposited with the Account Collateral Securities Intermediary for deposit into the Debt Service Reserve Account and (ii) maintain at all times after the Issue Date, an amount equal to the Debt Service Reserve Requirement. Notwithstanding the foregoing, the Company may elect not to fund and maintain a debt service reserve the Debt Service Reserve Account, in whole or in part, or may withdraw all or any portion of the amount in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments or cancel or reduce the Available Amount of principal and interest on the Term Loan as determined from time to time by the Lender (the “any Debt Service Reserve Amount”). Beginning with Credit Support, to the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, extent that cash on deposit in the Debt Service Reserve Account an amount Account, together with any Debt Service Credit Support, exceeds the Debt Service Reserve Requirement. 95 87 (b) If the Company has failed to provide to the Paying Agent on the third Business Day prior to any Payment Date sufficient funds to restore pay principal of, premium, if any, and interest due on the balance Notes on such Payment Date (each such deficiency, a "Debt Service Deficiency"), then the Trustee shall (i) to the extent there is insufficient cash in the Debt Service Reserve Account to an amount not less than pay such Debt Service Deficiency, draw upon first the undertaking and second any letter of credit, in each case referred to in the definition of Debt Service Credit Support and (ii) direct the Account Collateral Securities Intermediary to disburse to the Paying Agent from the Debt Service Reserve Amount; provided, however, Borrower Account on such Payment Date an amount equal to such Debt Service Deficiency. The Trustee shall not be direct the Account Collateral Securities Intermediary to sell or liquidate all or any portion of the Dollar Permitted Investments held in or in respect of the Debt Service Reserve Account at any time that the Trustee determines that the proceeds thereof are required to make a deposit in for any release or transfer of available funds from the Debt Service Reserve Account to any Person (or any account of any Person) pursuant to the extent that terms of the Common Security Agreement or this Indenture, and neither the Trustee nor the Account Collateral Securities Intermediary shall have any liability to any of the Holders, the Company or any other Person for, or as a result of, any losses suffered from any such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice sale or liquidation unless such losses result from the Lender. In the event that Borrower is not required to fully restore Trustee's or such Account Collateral Security Intermediary's negligence or wilful misconduct. (c) If at any time the balance in of the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii(including Available Amounts under Debt Service Credit Support) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in exceeds the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As Requirement, and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an no Default or Event of Default has occurred and is continuing under the Loan Documentscontinuing, the Lender mayTrustee, after on written request of the Company, shall direct the Account Collateral Securities Intermediary to pay over to the Company or its designees any applicable grace periods have expired, withdraw amounts in the such excess cash or cancel any excess amount of Debt Service Reserve AccountCredit Support, in its sole discretionor both, and apply such amounts as requested by the Company, to the payment extent of such excess. (d) If at any time the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender balance of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is (including Available Amounts under Debt Service Credit Support) does not dependent upon sufficient deposits in meet the Debt Service Reserve Account being available Requirement, the Company shall not pay dividends or make distributions in respect of its Capital Stock or Subordinated Indebtedness. (e) If on the date three Business Days prior to make payment on any Loan Obligations, and nothing herein Payment Date there shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the a Debt Service Reserve AccountDeficiency, then the Paying Agent shall notify the Trustee in accordance with the terms and conditions of the Loan Documentswriting on such date.

Debt Service Reserve Account. 6.1 The Borrower shall fund and maintain a debt service reserve in ensure that payments are made into the Debt Service Reserve Account, in an amount equal Account as required to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as ensure that the balance in standing to the credit of the Debt Service Reserve Account is at least equal to or greater than the Debt Service Reserve AmountRequirement. 6.2 The Borrower may, one hundred percent (100%) of Excess Cash Flow shall be deposited in on or prior to any repayment date that occurs under Clause 5.1 or Clause 6.5 or any Interest Payment Date, either pay an appropriate additional amount into the Debt Service Reserve Account by Borrower within 120 days or pay the amounts required to be paid on such repayment date or Interest Payment Date directly to the Facility Agent. Sums standing to the credit of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at on each repayment date that occurs under Clause 5.1 or Clause 6.5 or Interest Payment Date, if necessary and to the rate determined extent not paid directly to the Facility Agent, be distributed by the Lender from time Facility Agent in payment to time. the Lenders (pro rata) of principal and interest due but unpaid on such repayment date or, as the case may be, Interest Payment Date. 6.3 If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower or any Security Provider fails to make any payment of any amount under the balance in Finance Documents on the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amountdue date for payment, the Facility Agent may (and the Borrower shallhereby irrevocably authorises and instructs the Facility Agent to) transfer, within sixty (60) days after receipt of without any prior notice to or authority from the Lender as provided hereinBorrower, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in from the Debt Service Reserve Account to the extent that bank account of the Facility Agent such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required sum in an amount not exceeding the amount due and payable but unpaid by Section 5.01(c)(ii) of this Agreement the Borrower or such Security Provider for the month ending immediately prior purpose of making such payment in accordance with the Finance Documents. If any such transfer is made by the Facility Agent pursuant to receipt this paragraph 6.3, the Facility Agent shall notify the Borrower in writing promptly after such transfer. 6.4 If the amount standing to the credit of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant is at any time less than the Debt Service Reserve Requirement, the Facility Agent may give a written notice to the foregoing sentenceBorrower notifying it of such event (with reasonable details of the relevant shortfall). If the Borrower fails to, Borrower shall at within twenty (20) Business Days after the earliest possible date thereafterof the written notice of the Facility Agent, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in pay into the Debt Service Reserve Account such additional amounts as will restore are required to ensure that immediately after such payment the balance amount standing to the credit of the Debt Service Reserve Account is at least equal to the Debt Service Reserve Requirement, the Facility Agent may (and the Borrower hereby irrevocably authorises and instructs the Facility Agent to) transfer, without any prior notice to or authority from the Borrower, from the MIE Offshore Account to the Debt Service Reserve Account such sum in an amount not exceeding the shortfall in the Debt Service Reserve Account Requirement. If any such transfer is made by the Facility Agent pursuant to an amount not less than this paragraph 6.4, the Facility Agent shall notify the Borrower in writing promptly after such transfer. 6.5 In this Schedule 5, “Debt Service Reserve Amount. As and when Requirement” means at any of time the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such aggregate amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner (as Lender shall determine in its sole discretion. Withdrawals certified by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations Facility Agent in accordance with Clause 12.7 from time to time and containing reasonable details of such calculation) of scheduled principal and interest and other sums (including commitment fees) due and payable by the terms Borrower under the Finance Documents up to and conditions of this Agreement and including the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentsdate falling six months thereafter.

Debt Service Reserve Account. Borrower shall fund and maintain (a) As of the Execution Date, Liable Party has funded a debt service reserve account (the “DS Account”) in the Debt Service Reserve Accountamount of $3,648,700.00 (the “DS Funds”) with Beneficiary’s servicer and a debt service account in the amount of $1,851,300.00 with Beneficiary’s servicer in connection with the Affiliated Guarantor Loan (as hereinafter defined in Section 2.12 (e) below). (b) Beneficiary may commingle the DS Account with other funds of Beneficiary. However, Beneficiary shall pay interest on the DS Account at the monthly money market rate quoted by the “Bank Rate Monitor” national index as determined by Beneficiary. Beneficiary may use another rate quoted by the Bank Rate Monitor, instead of such money market rate or another comparable national index in the event Beneficiary determines such other rate or index is more appropriate under the circumstances. Additionally, in the event the Bank Rate Monitor national index is no longer published, then Beneficiary may select another comparable index. Trustor and Liable Party acknowledge and agree that all risk of loss with respect to the principal amount of such deposits shall be at the sole risk of Trustor and Liable Party. (c) Provided that there is no pending Event of Default under the Loan Documents or event with the giving of notice or the passage of time would be an amount equal Event of Default, in the event that operating income from the Property is not sufficient to twelve (12) monthly payments pay Trustor’s obligations to pay installments of principal and interest on under the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve AmountShortfall”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafterprovided that Trustor submits evidence, until such time as the balance in the Debt Service Reserve Account is equal satisfactory to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, Beneficiary in its sole discretion, may withdraw from the that there is a Debt Service Reserve Account Shortfall, Trustor shall be permitted to direct Beneficiary to apply the amount of the then past due Loan Obligations and apply such amounts DS Funds to the payment of Debt Service Shortfalls. (d) In the past due Loan Obligationsevent any DS Funds are disbursed from the DS Account as provided above, then the Liable Party shall be required pursuant to the terms of the Guaranty to replace such withdrawn funds into the DS Account no later than 90 days after the date of any disbursements (“Liable Party Reimbursement Obligation”). Notwithstanding The failure of Liable Party to replace such funds into the foregoing sentence, if DS Account within such 90 day period shall be an Event of Default has occurred and is continuing under the Loan Documents, Guaranty and under the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment Deed of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsTrust.

Debt Service Reserve Account. (a) As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower shall fund hereby pledges and maintain grants to the Initial Lender, for the benefit of the Lenders, a debt service reserve continuing first priority security interest in all of its respective right, title and interest in, to and under the Debt Service Reserve AccountAccount and any and all Investment Property, Financial Assets or other Property (including uninvested funds) from time to time credited thereto or deposited or carried therein, any and all investments made with funds therein and any and all Proceeds of any of the foregoing (with the terms “Investment Property,” “Financial Assets” and “Proceeds,” when used herein and capitalized, having the meanings given such terms in Article 8 or Article 9, as the case may be, of the UCC). (b) Deposits into, and transfers from, the Debt Service Reserve Account shall be made by the Borrower as follows: (i) not later than one (1) Business Day after the Closing Date, an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time Minimum Balance shall be transferred to time by the Lender (the “Debt Service Reserve Amount”). Beginning with Account from the first fiscal year end after proceeds of the Effective DateLoans; (ii) upon and during the continuation of any Event of Default pursuant to Section 8.1(a) or the acceleration of any amount payable by the Borrower or the Guarantor under the Loan Documents pursuant to the last paragraph of Section 8.1, and at each fiscal year end thereafter, until such time as the balance amounts in the Debt Service Reserve Account is equal may be applied by the Initial Lender (on behalf of the Majority Lenders), first, to or greater pay all unpaid fees, expenses and premiums, if any, owed hereunder, second, to pay accrued interest on the Loans and any other overdue amounts (other than principal payments), and third, to pay overdue principal payments on the Debt Service Reserve Amount, one hundred percent (100%) Loans. The ability of Excess Cash Flow the Initial Lender to apply such amounts shall be deposited in addition to any of the Debt Service Reserve Account by Borrower within 120 days of each fiscal year endrights and remedies under this Agreement or any other Loan Document. The balance held in Payments from the Debt Service Reserve Account shall earn interest at be deemed to be made on behalf of the rate determined by Borrower; (iii) the Lender from time Borrower shall not have any right to time. If at any time after give instructions with respect to the Debt Service Reserve Amount has been fully funded by Account prior to the Maturity Date (except as provided in Section 3.7(b)(v)); (iv) from and after one (1) Business Day after the Closing Date, the Borrower shall at all times be required to cause the balance of the Debt Service Reserve Account to equal or exceed the amount in U.S. Dollars equal to the Minimum Balance; provided that if, at any time, the balance of the Debt Service Reserve Account is less than sixty-seven percent the Minimum Balance (67.0%) of the applicable Debt Service Reserve Amountany such shortfall, the “Minimum Balance Shortfall”), then the Borrower shall, within sixty shall not later than ten (6010) calendar days after receipt of notice from the Lender as provided herein, deposit in thereafter cause to be deposited into the Debt Service Reserve Account an amount sufficient equal to restore the Minimum Balance Shortfall; (v) the balance in of the Debt Service Reserve Account shall be invested in such U.S. Cash Equivalent Investments as the Borrower may designate from time to an amount not less than time; provided that during the Debt Service Reserve Amount; providedcontinuance of any Default or Event of Default, however, Borrower shall not be required to make a deposit in the balance of the Debt Service Reserve Account shall be invested in such U.S. Cash Equivalent Investments as the Initial Lender (at the direction of the Majority Lenders) may from time to the extent that such a deposit would exceed one hundred percent time designate; and (100%vi) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior all deposits to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute in U.S. Dollars and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentsimmediately available funds.

Debt Service Reserve Account. (a) The Borrower shall fund open and maintain a debt service reserve the Debt Service Reserve Account with the Facility Agent. (b) Cash balances in the Debt Service Reserve Account shall bear interest at the rate and in the manner agreed between the Facility Agent and the Borrower. (c) The credit balance of the Debt Service Reserve Account must at all times be at least equal to the aggregate of the applicable Minimum Balance. (d) An amount equal to the Minimum Balance will not be disbursed to the Borrower and will instead be withheld by the Facility Agent from the Utilisation of the Facility and credited by the Facility Agent to the Debt Service Reserve Account. (e) The Borrower must ensure that sufficient funds are provided to the Facility Agent for onward credit to the Debt Service Reserve Account such that as of any determination date, the credit balance of the Debt Service Reserve Account is equal to the aggregate of the Minimum Balance that shall be applicable as at such date. (f) The Borrower hereby authorises the Facility Agent (if there is any default in payment by the Borrower under this Agreement) to debit amounts standing to the credit of the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal interest accrued and interest on the Term Loan as determined from time to time outstanding and all other amounts owed by the Lender Borrower to the Finance Parties under this Agreement. (g) If at any time pursuant to a debit of the “Debt Service Reserve Amount”). Beginning Account in accordance with clause 23.1(f) above the first fiscal year end credit balance of the Debt Service Reserve Account is less than the applicable Minimum Balance, the Borrower shall ensure that no later than the date falling five calendar days after any such debit of the Effective DateDebt Service Reserve Account, and at each fiscal year end thereafter, until such time sufficient funds are provided by the Borrower to the Facility Agent for deposit to the Debt Service Reserve Account so as to ensure that the credit balance in of the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) applicable Minimum Balance. If as at the date falling five calendar days after any debit of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days pursuant to clause 23.1(b) above, the credit balance of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve AmountMinimum Balance, this shall constitute an immediate Event of Default pursuant to clause 23.2(d). (h) Subject to no Event of Default having occurred and being continuing, at such time, any amount standing to the Borrower shall, within sixty (60) days after receipt credit of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance which is in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any excess of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender Minimum Balance shall determine in its sole discretion. Withdrawals be paid by the Lender of any amounts from Facility Agent to such account as the Debt Service Reserve Account to pay any Loan Obligations Borrower may direct for application as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentssees fit.

Debt Service Reserve Account. Borrower shall fund Guarantor covenants and maintain agrees that: (i) As of the Execution Date, Guarantor has funded a debt service reserve account (the “DS Account”) in the Debt Service Reserve Accountaggregate amount of $5,500,000.00 (the “DS Funds”) with Lender’s servicer, of which $3,648,700.00 of such funds are allocated to the Loan and $1,851,300.00 of such funds are allocated to the Affiliated Guarantor Loan (as hereafter defined). (ii) Lender may commingle the DS Account with other funds of Xxxxxx. However, Xxxxxx shall pay interest on the DS Account at the monthly money market rate quoted by the “Bank Rate Monitor” national index as determined by Lender. Lender may use another rate quoted by the Bank Rate Monitor, instead of such money market rate or another comparable national index in the event Lender determines such other rate or index is more appropriate under the circumstances. Additionally, in the event the Bank Rate Monitor national index is no longer published, then Lender may select another comparable index. Guarantor acknowledges and agrees that all risk of loss with respect to the principal amount of such deposits shall be at the sole risk of Guarantor. (iii) Provided that there is no pending Event of Default under the Loan Documents or event with the giving of notice or the passage of time would be an amount equal Event of Default, in the event that operating income from the Property is not sufficient to twelve (12) monthly payments pay Borrower’s obligations to pay installments of principal and interest on under the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve AmountShortfall”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required submits evidence, satisfactory to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, Lender in its sole discretion, may withdraw that there is a Debt Service Shortfall, Borrower shall be permitted to direct Lender to apply the DS Funds to the payment of Debt Service Shortfalls. (iv) In the event any DS Funds are disbursed from the DS Account as provided above, then the Guarantor shall be required to replace such withdrawn funds into the DS Account no later than 90 days after the date of any such disbursements (“Liable Party Reimbursement Obligation”). The failure of Guarantor to replace such funds into the DS Account within such 90 day period shall be an Event of Default under this Agreement and under the Deed of Trust. (v) For the purpose of this Section, the “Affiliated Guarantor Loan” shall mean that certain loan made by Lender to Affiliated Guarantor, which loan is evidenced by a Promissory Note dated as of the Execution Date in the amount of $97,750,000.00, executed by Affiliated Guarantor (as defined in the Deed of Trust) in favor of Lender, the repayment of which is secured by, among other documents, a Mortgage, Security Agreement and Fixture Filing encumbering the property and improvements located at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx, and more particularly described therein (the “Affiliated Guarantor Property”). Guarantor acknowledges and agrees that it has received a copy of the Promissory Note and Mortgage, Security Agreement and Fixture Filing for the Affiliated Guarantor Loan (collectively, the “Affiliated Guarantor Mortgage”) (vi) Provided that there is then no pending Event of Default under the Loan Documents or under this Guaranty, Guarantor may, from time to time, request Lender to transfer funds in the DS Account to pay Debt Service Reserve Account Shortfalls (as defined in the Affiliated Guarantor Mortgage) (“DS Funds Transfer”); provided, however that the amount of the then past due Loan Obligations and apply such amounts DS Funds Transfer shall be subject to the payment of Liable Party Reimbursement Obligation as more particularly set forth in Section 9(iv) above. (vii) Lender shall release DS Funds to Guarantor (a “Release Event”) in the past due Loan Obligations. Notwithstanding event that (i) (w) if after the foregoing sentence, if an Event of Default has occurred and date which is continuing under eighteen months following the Loan DocumentsAdvance Date (as defined in the Note), the “trailing” twelve-month net operating income (“NOI”) for the Property reaches $28,300,000.00, as determined by Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole and absolute discretion and (x) if a Release Event occurs under the Affiliated Guarantor Loan or if the Affiliated Guarantor Loan has been satisfied in full; or (ii) (y) if after the date which is thirty-six months following the Advance Date the “trailing” twelve-month NOI for the Property reaches $23,600,000.00 as determined by Lender in its sole and absolute discretion and (z) if a Release Event occurs under the Affiliated Guarantor Loan or if the Affiliated Guarantor Loan has been satisfied in full; or (iii) if after the date which is eighteen months following the Advance Date (as defined in the Note), the “trailing” twelve-month net operating income (“NOI”) for the Property and the Affiliated Guarantor Property reaches $40,800,000.00, as determined by Lender in its sole and absolute discretion; or (iv) if after the date which is thirty-six months following the Advance Date the “trailing” twelve-month NOI for the Property and the Affiliated Guarantor Property reaches $34,000,000.00, as determined by Lender in its sole and apply absolute discretion (each such amounts to occurrence, a “Release Threshold”). (viii) If a Release Event occurs, the payment DS Account shall not be reinstated for the remaining term of the Loan Obligations even if the NOI is subsequently reduced below the Release Threshold. (ix) Xxxxxxxxx agrees to protect and indemnify Lender and to hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs) arising from or in such order any way connected with the holding of the DS Account and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender disbursement of any amounts from of the Debt Service Reserve DS Account funds. Guarantor covenants and agrees to pay any Loan Obligations costs and expenses in connection with the establishment and administration of the DS Account, including, without limitation bank fees and costs, and administration fees, costs and disbursements of Lenders’ servicer. (x) Except as provided in this Section 2.14 may be made without the requirement of any consent by or notice and to the Borrowerextent expressly set forth if this Section, provided that Lender the DS Account shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay remain in place throughout the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions term of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsLoan.

Debt Service Reserve Account. Borrower shall fund and maintain a debt service reserve in (i) On the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Closing Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal Issuer will deposit or cause to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days $2,000,000. (ii) If, on the Closing Date, after taking into account the hedging arrangement required pursuant to Section 7.17 of the Amended Note Purchase Agreement, the annual Debt Service (translated into U.S. Dollars) for the first three years exceeds $10,200,000 (the "Debt Service Ceiling"), the Issuer shall deposit into the Debt Service Reserve Account an amount equal to three times the amount of such excess. (iii) On each fiscal year end. The balance Quarterly Payment Date after the Closing Date, the Issuer shall deposit or cause to be deposited in the Debt Service Reserve Account, from Available Debt Service Funds, an amount sufficient to cause the funds held in the Debt Service Reserve Account shall earn interest to be at least equal to the rate determined Required Reserve Balance. 18 (iv) If, on any date 2 Business Days prior to any date on which any payment is due with respect to the Series A Notes or the Series B Notes, the amount of Net Revenues held by the Lender from time Issuer is insufficient to time. If at any time after make such payment in full, the Debt Service Reserve Amount has been fully funded by Issuer may deliver to the Borrower Secured Party a certificate stating such deficit, and the balance Secured Party shall, to the extent funds are available in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve AmountAccount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of required to make up the then past due Loan Obligations deficit and shall apply such amounts the amount so withdrawn to the effect payment of the past amounts due Loan Obligations. Notwithstanding on the foregoing sentenceNotes, and, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts amount available to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts be withdrawn from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits to effect payment of all amounts due on the Notes, the Secured Party shall apply the amount available and so withdrawn to effect payment of such amounts due to each series of notes ratably in accordance with the aggregate amount of the payments due on each series of Notes. (v) If, on the third Anniversary Date, (A) projected Debt Service for the next 12 months ("Projected Debt Service") exceeds the Debt Service Ceiling, (B) the pro forma Fixed Charge Coverage Ratio, adjusted for the Projected Debt Service, is less than 1.5:1.0 and (C) the aggregate amount of funds held in the Accounts and in the BMC ICC Account (as defined in the BMC Group Security Agreement) do not at least equal $40,000,000, then the Issuer shall, prior to making any distributions to any of its shareholders, either (x) deposit into the Debt Service Reserve Account being available an amount equal to at least $1,500,000 or (y) prepay the Notes in an amount equal to at least $1,500,000. (vi) The Issuer may make any payment on with respect to (A) Growth Capital Expenditures, (B) dividends or (C) the Convertible Royalty Interest only if, at the time of any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in such payment: (A) the Debt Service Reserve Account, Account contains the Required Reserve Balance; and (B) the Issuer is in accordance compliance with the terms and conditions Section 8.25 of the Loan DocumentsAmended Note Purchase Agreement.

Debt Service Reserve Account. Borrower shall fund (a) The Administrative Agent shall, on or prior to the date of the Initial Loan, establish and maintain a debt service reserve in at the Borrower's expense an interest-bearing account (the "Debt Service Reserve Account") with the Account Bank. On or prior to the Conversion Date, there shall be deposited to the Debt Service Reserve Account (i) proceeds of any Construction Loan which are designated by the Borrower for deposit to the Debt Service Reserve Account pursuant to Section 2.01(b), (ii) proceeds of the Contingent Equity Contribution Amount designated by the Borrower for application to the Debt Service Reserve Account; provided that (as to both clauses (i) and (ii) above) all Project Costs have been paid or escrowed as of the date of such application, and (iii) all amounts required to be so deposited from the Project Control Account pursuant to Section 2.20(b)(vii). (b) Provided that no Default shall have occurred and be continuing, on any Monthly Distribution Date, in an amount equal to twelve the event that (12i) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Consolidated Debt Service Reserve Amount”). Beginning with Coverage Ratio for the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account most recently ended Rolling Period is equal to or greater than 1.30:1.00, (ii) the Consolidated Projected Debt Service Reserve Amount, one hundred percent Ratio is equal to or greater than 1.30:1.00 and (100%iii) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, cash amount on deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in exceeds the Debt Service Reserve Account to an amount not less than Amount as calculated on such day, then the Debt Service Reserve Amount; provided, however, Borrower shall not be required entitled to make a Withdrawal Request for any such excess cash on deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant be withdrawn and transferred to the foregoing sentenceProject Control Account. (c) The Administrative Agent, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after at any applicable grace periods have expiredtime, withdraw amounts request that the Account Bank pay to it, on the date specified in such notice, from such sums as are on deposit in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations amount stated in such order and manner notice as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account being required to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes due and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits payable but unpaid. (d) Any amounts deposited in the Debt Service Reserve Account being available may be invested at the instruction of the Borrower in Permitted Investments. (e) Each Withdrawal Request delivered by the Borrower pursuant to make payment on any Loan Obligations, and nothing herein this Section 2.21 shall be construed delivered to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement Administrative Agent and the Loan Documents. Borrower shall execute and deliver Account Bank not less than three Business Days prior to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentseach Monthly Distribution Date.

Debt Service Reserve Account. Borrower (a) The Debt Service Reserve Account shall fund be funded as of the date of this Depositary Agreement with proceeds from the sale of the Senior Secured Notes in the amount equal to the Debt Service Reserve Required Balance. At any time thereafter, the Issuer may replace amounts in the Debt Service Reserve Account with a Debt Service Reserve Letter of Credit having a stated amount equal to the amount being withdrawn from the Debt Service Reserve Account. These deposits, in conjunction with the Debt Service Reserve Letter of Credit, if any, will be available to the Collateral Agent to transfer to the applicable Account in the event the Revenue Account, the Principal Account and maintain the Interest Account lack sufficient funds on a debt service reserve Payment Date to meet payments of principal, premium, if any and interest on the Senior Secured Notes. (b) If Issuer elects to replace amounts in the Debt Service Reserve Account with a Debt Service Reserve Letter of Credit, Issuer shall provide to the Collateral Agent an unconditional, irrevocable direct-pay letter of credit, issued in a stated amount equal to the amount replaced in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “. The Debt Service Reserve Amount”). Beginning Letter of Credit shall be for the benefit of the Collateral Agent, naming the Collateral Agent, on behalf of the Trustee and the holders of the Senior Secured Notes as the beneficiary and containing customary terms and provisions, including a provision that (i) such letter of credit shall automatically renew upon the expiration thereof unless, at least sixty (60) days prior to such expiration, the issuer thereof shall provide the Collateral Agent with a notice of non-renewal of such letter of credit and (ii) there are no conditions to drawing other than that any documents required to be delivered in connection therewith comply on their face with the first fiscal year end after requirements thereof. (c) At any time that the Effective Datesum of the amount available to be drawn under the Debt Service Reserve Letter of Credit plus the amount then on deposit in the Debt Service Reserve Account is less than the Debt Service Reserve Required Balance, funds shall be accumulated in the Debt Service Reserve Account from cash available from, and at each fiscal year end thereafterin the following order of priority: (ii) net interest, until such time if any, earned on amounts deposited in the Debt Service Reserve Account; and (iii) amounts then on deposit in the Subordinated User Charge Account. (d) In the event that the Debt Service Reserve Required Balance is reached, (i) all interest income on amounts in the Debt Service Reserve Account and other amounts in excess of the Debt Service Reserve Required Balance shall be transferred, on a daily basis, to the Revenue Account and (ii) the sum of the amount available to be drawn under the Debt Service Reserve Letter of Credit may be reduced so long as the balance reduced amount available to be drawn under the Debt Service Reserve Letter of Credit plus the amount then on deposit in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve AmountRequired Balance. (e) In addition to and without limiting the foregoing, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days Letter of each fiscal Credit (i) shall have an initial expiration date of at least one (1) year end. The balance held beyond the date of issuance, (ii) except as set forth in Section 3.02(b) or Section 3.03(b), shall not obligate the Debt Service Reserve Account shall earn interest at Collateral Agent to make any ------- ------- reimbursement or any other payment to the rate determined by issuer or otherwise with respect thereto, or provide the Lender from time to time. If at issuer or any time after other Person with any claim against the Debt Service Reserve Amount has been fully funded by Collateral Agent, the Borrower Trustee or the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) holders of the applicable Debt Service Reserve AmountSenior Secured Notes, the Borrower shallwhether for costs of maintenance, within sixty reimbursement of amounts drawn thereunder or otherwise and (60iii) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate issued by a financial institution whose long-term debt is rated at least "A" or modify the Borrower’s absolute equivalent by S&P and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsXxxxx'x.

Debt Service Reserve Account. Borrower shall fund Guarantor covenants and maintain agrees that: (i) As of the Execution Date, Guarantor has funded a debt service reserve account (the “DS Account”) in the Debt Service Reserve Accountaggregate amount of $5,500,000.00 (the “DS Funds”) with Lender’s servicer, of which $1,851,300.00 of such funds are allocated to Loan and $3,648,700.00 of such funds are allocated to the Affiliated Guarantor Loan (as hereafter defined). (ii) Lender may commingle the DS Account with other funds of Xxxxxx. However, Xxxxxx shall pay interest on the DS Account at the monthly money market rate quoted by the “Bank Rate Monitor” national index as determined by Lender. Lender may use another rate quoted by the Bank Rate Monitor, instead of such money market rate or another comparable national index in the event Lender determines such other rate or index is more appropriate under the circumstances. Additionally, in the event the Bank Rate Monitor national index is no longer published, then Lender may select another comparable index. Guarantor acknowledges and agrees that all risk of loss with respect to the principal amount of such deposits shall be at the sole risk of Guarantor. (iii) Provided that there is no pending Event of Default under the Loan Documents or event with the giving of notice or the passage of time would be an amount equal Event of Default, in the event that operating income from the Property is not sufficient to twelve (12) monthly payments pay Borrower’s obligations to pay installments of principal and interest on under the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve AmountShortfall”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required submits evidence, satisfactory to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, Lender in its sole discretion, may withdraw that there is a Debt Service Shortfall, Borrower shall be permitted to direct Lender to apply the DS Funds to the payment of Debt Service Shortfalls. (iv) In the event any DS Funds are disbursed from the DS Account as provided above, then the Guarantor shall be required to replace such withdrawn funds into the DS Account no later than 90 days after the date of any such disbursements (“Liable Party Reimbursement Obligation”). The failure of Guarantor to replace such funds into the DS Account within such 90 day period shall be an Event of Default under this Agreement and under the Mortgage. (v) For the purpose of this Section, the “Affiliated Guarantor Loan” shall mean that certain loan made by Lender to Affiliated Guarantor, which loan is evidenced by a Promissory Note dated as of the Execution Date in the amount of $220,000,000.00, executed by Affiliated Guarantor (as defined in the Mortgage) in favor of Lender, the repayment of which is secured by, among other documents, a Deed of Trust, Security Agreement and Fixture Filing encumbering the property and improvements located at 000 Xxxxxx Xxxxxx, San Francisco, California, and more particularly described therein (the “Affiliated Guarantor Property”). Guarantor acknowledges and agrees that it has received a copy of the Promissory Note and Deed of Trust, Security Agreement and Fixture Filing for the Affiliated Guarantor Loan (collectively, the “Affiliated Guarantor Deed of Trust”) (vi) Provided that there is then no pending Event of Default under the Loan Documents or under this Guaranty, Guarantor may, from time to time, request Lender to transfer funds in the DS Account to pay Debt Service Reserve Account Shortfalls (as defined in the Affiliated Guarantor Deed of Trust) (“DS Funds Transfer”); provided, however that the amount of the then past due Loan Obligations and apply such amounts DS Funds Transfer shall be subject to the payment of Liable Party Reimbursement Obligation as more particularly set forth in Section 9(iv) above. (vii) Lender shall release DS Funds to Guarantor (a “Release Event”) in the past due Loan Obligations. Notwithstanding event that (i) (w) if after the foregoing sentence, if an Event of Default has occurred and date which is continuing under eighteen months following the Loan DocumentsAdvance Date (as defined in the Note), the “trailing” twelve-month net operating income (“NOI”) for the Property reaches $12,500,000.00, as determined by Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole and absolute discretion and (x) if a Release Event occurs under the Affiliated Guarantor Loan or if the Affiliated Guarantor Loan has been satisfied in full; or (ii) (y) if after the date which is thirty-six months following the Advance Date the “trailing” twelve-month NOI for the Property reaches $10,400,000.00 as determined by Lender in its sole and absolute discretion and (z) if a Release Event occurs under the Affiliated Guarantor Loan or if the Affiliated Guarantor Loan has been satisfied in full; or (iii) if after the date which is eighteen months following the Advance Date (as defined in the Note), the “trailing” twelve-month net operating income (“NOI”) for the Property and the Affiliated Guarantor Property reaches $40,800,000.00, as determined by Lender in its sole and absolute discretion; or (iv) if after the date which is thirty-six months following the Advance Date the “trailing” twelve-month NOI for the Property and the Affiliated Guarantor Property reaches $34,000,000.00, as determined by Lender in its sole and apply absolute discretion (each such amounts to occurrence, a “Release Threshold”). (viii) If a Release Event occurs, the payment DS Account shall not be reinstated for the remaining term of the Loan Obligations even if the NOI is subsequently reduced below the Release Threshold. (ix) Xxxxxxxxx agrees to protect and indemnify Lender and to hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs) arising from or in such order any way connected with the holding of the DS Account and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender disbursement of any amounts from of the Debt Service Reserve DS Account funds. Guarantor covenants and agrees to pay any Loan Obligations costs and expenses in connection with the establishment and administration of the DS Account, including, without limitation bank fees and costs, and administration fees, costs and disbursements of Lenders’ servicer. (x) Except as provided in this Section 2.14 may be made without the requirement of any consent by or notice and to the Borrowerextent expressly set forth if this Section, provided that Lender the DS Account shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay remain in place throughout the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions term of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsLoan.

Debt Service Reserve Account. Borrower (a) The Debt Service Reserve Account shall fund be initially funded as of the date of this Depositary Agreement with proceeds from the sale of the Senior Secured Notes in an amount equal to the Debt Service Reserve Required Balance. At any time thereafter, Funding Corporation may replace amounts in the Debt Service Reserve Account with a Debt Service Reserve Letter of Credit having a stated amount equal to the amount being withdrawn from the Debt Service Reserve Account. These deposits, in conjunction with the Debt Service Reserve Letter of Credit, if any, will be available to the Depositary to transfer to the applicable Account in the event the Revenue Account, the Principal Account and maintain the Interest Account lack sufficient funds on a debt service reserve date on which a payment on the Senior Secured Notes is due and payable to meet payments of principal, premium, if any, Liquidated Damages, if any, and interest on the Senior Secured Notes. Depositary may make a draw under a Debt Service Reserve Letter of Credit upon receipt of written instruction from the Guarantors. (b) If Funding Corporation opts to replace amounts in the Debt Service Reserve Account with a Debt Service Reserve Letter of Credit, Funding Corporation shall provide to the Depositary an unconditional, irrevocable direct-pay letter of credit, issued in a stated amount equal to the amount replaced in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “. The Debt Service Reserve Amount”). Beginning Letter of Credit shall be for the account of the Collateral Agent, naming the Collateral Agent, on behalf of the Trustee and the holders of the Senior Secured Notes and any Permitted Additional Senior Lenders as the beneficiary and containing customary terms and provisions, including a provision that (i) such letter of credit shall automatically renew upon the expiration thereof unless, at least sixty (60) days prior to such expiration, the Issuer thereof shall provide the Depositary with a notice of non-renewal of such letter of credit and (ii) there are no conditions to drawing other than that any documents required to be delivered in connection thereunder comply on their face with the first fiscal year end after requirements thereof. (c) At any time that the Effective Datesum of the amount available to be drawn under the Debt Service Reserve Letter of Credit plus the amount then on deposit in the Debt Service Reserve Account is less than the Debt Service Reserve Required Balance, funds shall be accumulated in the Debt Service Reserve Account from cash available from: (i) transfers from the Revenue Account, as provided under Section 3.1(c); (ii) net interest, if any, earned on amounts deposited in the Debt Service Reserve Account; and (iii) amounts then on deposit in the Operating and at each fiscal year end thereafterMaintenance Fees Account and the Management Fees Account. (d) In the event that the Debt Service Reserve Required Balance is reached, until such time (i) all interest and other investment income on amounts in the Debt Service Reserve Account and other amounts in excess of the Debt Service Reserve Required Balance shall be transferred, on a daily basis, to the Revenue Account and (ii) the sum of the amount available to be drawn under the Debt Service Reserve Letter of Credit may be reduced so long as the balance reduced amount available to be drawn under the Debt Service Reserve Letter of Credit plus the amount then on deposit in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve AmountRequired Balance. (e) In addition to and without limiting the foregoing, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days Letter of each fiscal Credit (i) shall have an initial expiration date of at least one (1) year end. The balance held beyond the date of issuance, (ii) except as set forth in Section 3.2(b) or Section 3.3(b), shall not obligate the Debt Service Reserve Account shall earn interest at Depositary to make any reimbursement or any other payment to the rate determined by issuer or otherwise with respect thereto, or provide the Lender from time to time. If at issuer or any time after other Person with any claim against the Debt Service Reserve Amount has been fully funded by Depositary, the Borrower Collateral Agent, the balance in Trustee or the Debt Service Reserve Account is less than sixty-seven percent (67.0%) holders of the applicable Debt Service Reserve AmountSenior Secured Notes, the Borrower shallwhether for costs of maintenance, within sixty reimbursement of amounts drawn thereunder or otherwise and (60iii) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate issued by a financial institution whose long-term debt is rated at least "A" or modify the Borrower’s absolute equivalent by S&P and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsXxxxx'x.

Debt Service Reserve Account. (a) No later than the Term Conversion Date, the Borrower shall fund and maintain a debt service reserve in cause the Debt Service Reserve Account, Account to be funded in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time then-applicable Required DSR Balance, less amounts available for funding to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal under any letters of credit posted by the Borrower first, on the Term Conversion Date, only by transferring amounts on deposit in the Construction Account to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account in accordance with Section 4.1(c), Clause Second, second by Borrower within 120 days of each fiscal year end. The balance held transferring amounts on deposit in the Revenue Account to the Debt Service Reserve Account shall earn interest at on the rate determined by the Lender from time Term Conversion Date in accordance with Section 4.2(d) pursuant to time. If at any time after the Debt Service Reserve Amount has been fully funded a Revenue Account Withdrawal Certificate, delivered by the Borrower to the balance Administrative Agent, the Collateral Agent and the Depositary Bank in accordance with Section 2.5 hereof and third by transferring amounts on deposit in the Revenue Account to the Debt Service Reserve Account is less than sixty-seven percent (67.0%in accordance with Clause Fifth of Section 4.2(e) of pursuant to a Revenue Account Withdrawal Certificate, delivered by the applicable Debt Service Reserve AmountBorrower to the Administrative Agent, the Borrower shallCollateral Agent and the Depositary Bank in accordance with Section 2.5 hereof. On the Term Conversion Date, within sixty (60) days after receipt of notice from the Lender as provided hereintransfers contemplated above, to the extent the aggregate amount on deposit in the Debt Service Reserve Account an on such date is less than the then applicable Required DSR Balance, the Borrower shall cause any such shortfall to be funded by the deposit of cash into the Debt Service Reserve Account. If, after the application of all amounts required pursuant to Clauses First through Fifth of Section 4.2(e) hereof as of any Monthly Date, Quarterly Date, or Payment Date, the aggregate amount sufficient to restore the balance on deposit (or available under letters of credit) in the Debt Service Reserve Account to an amount not on such date is less than the then applicable Required DSR Balance, then the Depositary Bank shall transfer such amounts as shall be necessary to fund such insufficiency from the Distribution Suspense Account. Such amounts shall be held in reserve for application to all or a portion of the then-applicable Obligations pursuant to this Section 4.4. (b) In addition, on or before the second (2nd) Business Day prior to each Payment Date or any other date upon which payments of Obligations are due, the Administrative Agent shall determine whether amounts then on deposit in the Revenue Account, after providing for payment of amounts under Clause First of Section 4.2(e) then requested to be withdrawn in the Revenue Account Withdrawal Certificate on such upcoming Payment Date, if any, are sufficient to pay amounts due and payable solely to the Secured Parties on such Payment Date under Clauses Second, Third and Fourth of Section 4.2(e) hereof and, if amounts on deposit in the Revenue Account are not sufficient to pay such amounts, shall transfer such amounts first from the Distribution Suspense Account, second from the Policy Proceeds Account and third from the Debt Service Reserve Amount; providedAccount in such order, howeverto the extent of such insufficiency (in each case to the extent funds are available in such Accounts). (c) If an Event of Default shall have occurred and be continuing, Borrower shall not be required to make a all amounts on deposit in the Debt Service Reserve Account at such time shall be held in such Account or distributed solely to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations Secured Parties in accordance with the terms and conditions instructions of this Agreement the Collateral Agent (acting upon the written direction of the Administrative Agent acting at the direction of the Required Lenders), and the Loan Documents. Depositary Bank shall disregard any conflicting or inconsistent instructions from the Borrower. (d) On or before the fifth (5th) Business Day prior to each Payment Date after the Term Conversion Date, upon approval by the Administrative Agent of the schedule of the Required DSR Balance for the six (6) month period beginning on such Payment Date delivered by the Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request Administrative Agent in accordance with the terms and conditions Section 2.14(d) of the Credit Agreement, the Administrative Agent shall provide a copy thereof to the Depositary Bank and such copy shall constitute notice to the Depositary Bank of the Required DSR Balance and shall become Schedule 1 to this Agreement. On or before the fifth (5th ) Business Day prior to each Monthly Date after the Term Conversion Date during which any LC Loan Documentsremains outstanding, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, upon approval (in accordance with the terms and conditions of the Loan Documents.with

Debt Service Reserve Account. The Borrower shall fund and at all times maintain a debt service reserve balance in the Debt Service Reserve Account, in Account of an amount equal to twelve (12) monthly payments six months of principal and interest payable based on the Term Loan aggregate principal amount of the Loans at any time outstanding at a rate per annum calculated at the highest Applicable Eurodollar Margin indicated in the Pricing Grid Tables, regardless of any other factors; provided that if the Net Cash Proceeds that would result if all of the Pledged Shares permitted to be sold pursuant to section 7.2(c) (based on the Market Value of such Pledged Shares as determined from of the date of determination of such Net Cash Proceeds) is less than an amount equal to (i) three months of interest payable based on the aggregate principal amount of the Loans at any time to time by outstanding at a rate per annum calculated at the Lender highest Applicable Eurodollar Margin indicated in the Pricing Grid Tables, regardless of any other factors, plus (ii) the Scheduled Repayment Amount (the “"Quarterly Payment Amount"), the Borrower shall make a deposit to the Debt Service Reserve Amount”). Beginning Account with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as sufficient funds so that the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Quarterly Payment Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited . The Borrower hereby grants to the Lender a security interest in the Debt Service Reserve Account by to secure the obligations of the Borrower within 120 days under the Credit Documents. After all obligations of each fiscal year end. The balance held the Borrower under the Credit Documents shall have been paid in full, the balance, if any, in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice promptly returned to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. The Borrower shall execute and deliver to the Lender any such further documents and all deposit account control agreements instruments as the Lender may reasonably request in accordance with to evidence the terms creation and conditions perfection of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s 's security interest in the Debt Service Reserve Account, in accordance with Account including but not limited to the terms and conditions of the Loan DocumentsAccount Control Agreement.

Debt Service Reserve Account. Borrower shall fund and maintain a debt service reserve in (a) On the Closing Date, the Issuer will deposit $1,703,174 into the Debt Service Reserve Account. Thereafter, on each Payment Date, the Depositary will withdraw from the Revenue Account, subject to and in an amount equal to twelve (12) monthly payments of principal and interest on accordance with the Term Loan as determined from time to time by priorities set forth in Section 4.1, for deposit into the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as Account funds necessary to cause the balance in the Debt Service Reserve Account is equal to or greater than (after accounting for the Debt Service Reserve Amount, one hundred percent (100%) amount of Excess Cash Flow shall be deposited cash then on deposit in the Debt Service Reserve Account and any amount then available to be paid or drawn under any Debt Service Reserve Letter of Credit) to equal the Minimum Debt Service Reserve Requirement, all as set forth in a Disbursement Requisition. (b) If no Default or Event of Default has occurred and is continuing, in lieu of depositing cash into (or in replacement of cash theretofore deposited into) the Debt Service Reserve Account (including in lieu of making the deposit of cash described in Section 3.2(a) ), the Issuer may cause to be delivered to the Depositary, and the Depositary shall accept, a single Acceptable Letter of Credit issued in an initial stated amount equal to (x) the Minimum Debt Service Reserve Requirement or (y) such lesser amount such that the aggregate amount of cash then on deposit in the Debt Service Reserve Account (after giving effect to the release of any cash in accordance with the next succeeding sentence), plus any amount then available to be paid or drawn under such Debt Service Reserve Letter of Credit, equals or exceeds the Minimum Debt Service Reserve Requirement (the “Debt Service Reserve Letter of Credit”). On the date the Debt Service Reserve Letter of Credit is delivered to the Depositary in accordance with this Section 3.2(b) , the Depositary shall withdraw cash then on deposit in the Debt Service Reserve Account in an amount equal to the face amount of such Debt Service Reserve Letter of Credit and transfer such cash directly to such account(s) or to such payee(s) as designated by Borrower within 120 days the Issuer in its sole discretion. To the extent at any time thereafter the sum of each fiscal year end. The balance (i) the amount then available to be drawn under a Debt Service Reserve Letter of Credit plus (ii) cash then on deposit in the Debt Service Reserve Account exceeds the Minimum Debt Service Reserve Requirement, as set forth in an Officer’s Certificate of the Issuer received by the Depositary, and provided that no Default or Event of Default has occurred and is continuing, the Depositary shall promptly transfer cash held in the Debt Service Reserve Account shall earn interest at in the rate determined by amount of such excess to such account(s) or to such payee(s) as specified in such Officer’s Certificate. As a condition to the Lender from time delivery to time. If at any time after the Depositary of the Debt Service Reserve Amount has been fully funded by Letter of Credit, the Borrower Issuer shall deliver to the balance Depositary an Officer’s Certificate stating that such letter of credit constitutes an Acceptable Letter of Credit in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretionhereby, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as that all conditions precedent provided for in this Section 2.14 may be made without the requirement of any consent by or notice 3.2(b) to the Borrower, provided that Lender delivery of such letter of credit have been satisfied. The Depositary shall provide have no duty whatsoever to Borrower notice that confirm whether such withdrawal was made within a reasonable time thereafter. Borrower recognizes letter of credit meets the requirements of an Acceptable Letter of Credit and acknowledges that its obligation to pay may conclusively rely on the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions certification of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsIssuer.

Debt Service Reserve Account. Borrower shall fund and maintain (a) As of the Execution Date, Liable Party has funded a debt service reserve account (the “DS Account”) in the Debt Service Reserve Accountamount of $1,851,300.00 (the “DS Funds”) with Lender’s servicer and a debt service account in the amount of $3,648,700.00 with Lender’s servicer in connection with the Affiliated Guarantor Loan (as hereinafter defined in Section 2.12 (e) below). (b) Lender may commingle the DS Account with other funds of Lender. However, Lender shall pay interest on the DS Account at the monthly money market rate quoted by the “Bank Rate Monitor” national index as determined by Lender. Lender may use another rate quoted by the Bank Rate Monitor, instead of such money market rate or another comparable national index in the event Lender determines such other rate or index is more appropriate under the circumstances. Additionally, in the event the Bank Rate Monitor national index is no longer published, then Lender may select another comparable index. Borrower and Liable Party acknowledge and agree that all risk of loss with respect to the principal amount of such deposits shall be at the sole risk of Borrower and Liable Party. (c) Provided that there is no pending Event of Default under the Loan Documents or event with the giving of notice or the passage of time would be an amount equal Event of Default, in the event that operating income from the Property is not sufficient to twelve (12) monthly payments pay Borrower’s obligations to pay installments of principal and interest on under the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve AmountShortfall”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required submits evidence, satisfactory to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, Lender in its sole discretion, may withdraw that there is a Debt Service Shortfall, Borrower shall be permitted to direct Lender to apply the DS Funds to the payment of Debt Service Shortfalls. (d) In the event any DS Funds are disbursed from the DS Account as provided above, then the Liable Party shall be required pursuant to the terms of the Guaranty to replace such withdrawn funds into the DS Account no later than 90 days after the date of any disbursements (“Liable Party Reimbursement Obligation”). The failure of Liable Party to replace such funds into the DS Account within such 90 day period shall be an Event of Default under the Guaranty and under the Mortgage. (e) For the purpose of this Section, Affiliated Guarantor Loan shall mean that certain loan made by Lender to Affiliated Guarantor, which loan is evidenced by a Promissory Note dated as of the Execution Date in the amount of $220,000,000.00 executed by Affiliated Guarantor in favor of Lender (the “Affiliated Guarantor Note”), the repayment of which is secured by, among other documents, a Deed of Trust, Security Agreement and Fixture Filing Table of Contents encumbering the property and improvements located at 000 Xxxxxx Xxxxxx, San Francisco, California and more particularly described therein (the “Affiliated Guarantor Property”). Borrower acknowledges and agrees that it has received a copy of the Promissory Note and Deed of Trust, Security Agreement and Fixture Filing for the Affiliated Guarantor Loan (“Affiliated Guarantor Deed of Trust”) and the other loan documents for the Affiliated Guarantor Loan (the “Affiliated Guarantor Loan Documents”). (f) Provided that there is then no pending Event of Default under the Loan Documents or under the Guaranty, Liable Party may, from time to time, request Lender to transfer funds in the DS Account to pay Debt Service Reserve Account Shortfalls (as defined in the Affiliated Guarantor Deed of Trust) (“DS Funds Transfer”); provided, however that the amount of the then past due Loan Obligations and apply such amounts DS Funds Transfer shall be subject to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if Liable Party Reimbursement Obligation as more particularly set forth in Section 2.12(c). (g) If an Event of Default has occurred and occurs, Lender shall have the right, at its election, to apply any amounts held under this Section 2.12 in reduction of the Secured Indebtedness, or in payment of the Premiums or Impositions. (h) Lender shall release DS Funds to Liable Party (a “Release Event”) in the event that (i) (w) if after the date which is continuing under eighteen months following the Loan DocumentsAdvance Date (as defined in the Note), the “trailing” twelve-month net operating income (“NOI”) for the Property reaches $12,500,000.00, as determined by Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole and absolute discretion and (x) if a Release Event occurs under the Affiliated Guarantor Loan or if the Affiliated Guarantor Loan has been satisfied in full; or (ii) (y) if after the date which is thirty-six months following the Advance Date the “trailing” twelve-month NOI for the Property reaches $10,400,000.00 as determined by Lender in its sole and absolute discretion and (z) if a Release Event occurs under the Affiliated Guarantor Loan or if the Affiliated Guarantor Loan has been satisfied in full; or (iii) if after the date which is eighteen months following the Advance Date, the “trailing” twelve-month net operating income (“NOI”) for the Property and the Affiliated Guarantor Property reaches $40,800,000.00, as determined by Lender in its sole and absolute discretion; or (iv) if after the date which is thirty-six months following the Advance Date the “trailing” twelve-month NOI for the Property and the Affiliated Guarantor Property reaches $34,000,000.00, as determined by Lender in its sole and apply absolute discretion (each such amounts to occurrence, a “Release Threshold”). (i) If a Release Event occurs, the payment DS Account shall not be reinstated for the remaining term of the Loan Obligations even if the NOI is reduced below the Release Threshold. (j) Borrower agrees to protect and indemnify Lender and to hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs) arising from or in such order any way connected with the holding of the DS Account and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender disbursement of any amounts from of the Debt Service Reserve DS Account funds. Borrower covenants and agrees to pay any Loan Obligations costs and expenses in connection with the establishment and administration of the DS Account, including, without limitation bank fees and costs, and administration fees, costs and disbursements of Lender’s servicer. (k) Except as provided in this Section 2.14 may be made without the requirement of any consent by or notice and to the Borrowerextent expressly set forth if this Section, provided that Lender the DS Account shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay remain in place throughout the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions term of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsLoan.

Debt Service Reserve Account. (a) The Borrower and the Collateral Agent have established with the Securities Intermediary an account entitled the “Debt Service Reserve Account” (account number 359681681623) (the “Debt Service Reserve Account”). No later than the Closing Date, the Borrower shall fund and maintain a debt service reserve deposit or cause to be deposited into the Debt Service Reserve Account (through the delivery to the Collateral Agent of the DSR Letter of Credit, from the Revenue Account pursuant to Section 7.3(b) or otherwise) an amount equal to the Minimum Debt Service Reserve Requirement calculated as of the Closing Date. On each Scheduled Payment Date thereafter, the Administrative Agent shall instruct the Securities Intermediary (i) if the funds on deposit in the Debt Service Reserve Account are less than the Minimum Debt Service Reserve Requirement for the next six (6) month period commencing on such Scheduled Payment Date, to transfer from the Revenue Account to the Debt Service Reserve Account, from the funds remaining in the Revenue Account after application of funds in accordance with Section 7.3(b), an amount which, together with the funds on deposit in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on equals the Term Loan as determined from time to time by the Lender (the “Minimum Debt Service Reserve Amount”). Beginning Requirement then in effect with the first fiscal year end after the Effective respect to such Scheduled Payment Date, and at each fiscal year end thereafter(ii) subject to the proviso below, until such time as if the balance funds on deposit in the Debt Service Reserve Account is equal to or are greater than the Minimum Debt Service Reserve AmountRequirement for such period, one hundred percent (100%) of Excess Cash Flow shall be deposited in to transfer such excess from the Debt Service Reserve Account by Borrower within 120 days to the Revenue Account funds for application in accordance with Section 7.3(b). (b) So long as no Default or Event of each fiscal year end. The balance held Default has occurred and is continuing, funds in the Debt Service Reserve Account shall earn interest be applied by internal account transfer to the Revenue Account by the Securities Intermediary at the rate determined by direction of the Lender from time Administrative Agent and the Borrower, as and to time. If the extent necessary to pay Debt Service due and payable under Section 7.3(b)(i) through Section 7.3(b)(iv), in each such case, in the event that the amounts on deposit in the Revenue Account are at any time after insufficient for such purpose. If a DSR Letter of Credit is then in effect, and the Debt Service Reserve Amount has been fully funded Collateral Agent is notified in writing by the Borrower or a Secured Party that a Debt Service shortfall remains after giving pro forma effect to the balance transfer, if any, pursuant to the immediately preceding sentence, the Collateral Agent shall promptly make a drawing on such DSR Letter of Credit in an amount equal to such shortfall (or, if less, the then-undrawn amount of such DSR Letter of Credit), deposit such drawn amount into the Debt Service Reserve Account is less than sixty-seven percent (67.0%) and instruct the Securities Intermediary to transfer such drawn amount to the ratable accounts of the applicable Secured Parties entitled thereto to pay the remaining Debt Service Reserve Amount, shortfall in accordance with the Borrower shall, within sixty priorities set forth above. (60c) days after receipt of notice from If the Lender as provided herein, funds on deposit in the Debt Service Reserve Account an amount sufficient to restore are greater than the balance in the Minimum Debt Service Reserve Requirement, any such excess funds shall be transferred by the Securities Intermediary pursuant to a direction from the Borrower and the Administrative Agent to the Revenue Account for application pursuant to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required Section 7.3(b) (including as a distribution pursuant to make a deposit in the Debt Service Reserve Account clause (vii) thereof to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior funds are not needed to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the pay Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentsclause (b) above).

Debt Service Reserve Account. (a) No later than the Term Conversion Date, the Borrower shall fund and maintain a debt service reserve in cause the Debt Service Reserve Account, Account to be funded in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time then-applicable Required DSR Balance, less amounts available for funding to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal under any letters of credit posted by the Borrower first, on the Term Conversion Date, only by transferring amounts on deposit in the Construction Account to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account in accordance with Section 4.1(c), Clause Second, second by Borrower within 120 days of each fiscal year end. The balance held transferring amounts on deposit in the Revenue Account to the Debt Service Reserve Account shall earn interest at on the rate determined by the Lender from time Term Conversion Date in accordance with Section 4.2(d) pursuant to time. If at any time after the Debt Service Reserve Amount has been fully funded a Revenue Account Withdrawal Certificate, delivered by the Borrower to the balance Administrative Agent, the Collateral Agent and the Depositary Bank in accordance with Section 2.5 hereof and third by transferring amounts on deposit in the Revenue Account to the Debt Service Reserve Account is less than sixty-seven percent (67.0%in accordance with Clause Fifth of Section 4.2(e) of pursuant to a Revenue Account Withdrawal Certificate, delivered by the applicable Debt Service Reserve AmountBorrower to the Administrative Agent, the Borrower shallCollateral Agent and the Depositary Bank in accordance with Section 2.5 hereof. On the Term Conversion Date, within sixty (60) days after receipt of notice from the Lender as provided hereintransfers contemplated above, to the extent the aggregate amount on deposit in the Debt Service Reserve Account an on such date is less than the then applicable Required DSR Balance, the Borrower shall cause any such shortfall to be funded by the deposit of cash into the Debt Service Reserve Account. If, after the application of all amounts required pursuant to Clauses First through Fifth of Section 4.2(e) hereof as of any Monthly Date, Quarterly Date, or Payment Date, the aggregate amount sufficient to restore the balance on deposit (or available under letters of credit) in the Debt Service Reserve Account to an amount not on such date is less than the then applicable Required DSR Balance, then the Depositary Bank shall transfer such amounts as shall be necessary to fund such insufficiency from the Distribution Suspense Account. Such amounts shall be held in reserve for application to all or a portion of the then-applicable Obligations pursuant to this Section 4.4. (b) In addition, on or before the [***] prior to each Payment Date or any other date upon which payments of Obligations are due, the Administrative Agent shall determine whether amounts then on deposit in the Revenue Account, after providing for payment of amounts under Clause First of Section 4.2(e) then requested to be withdrawn in the Revenue Account Withdrawal Certificate on such upcoming Payment Date, if any, are sufficient to pay amounts due and payable solely to the Secured Parties on such Payment Date under Clauses Second, Third and Fourth of Section 4.2(e) hereof and, if amounts on deposit in the Revenue Account are not sufficient to pay such amounts, shall transfer such amounts first from the Distribution Suspense Account, second from the Policy Proceeds Account and third from the Debt Service Reserve Amount; providedAccount in such order, howeverto the extent of such insufficiency (in each case to the extent funds are available in such Accounts). (c) If an Event of Default shall have occurred and be continuing, Borrower shall not be required to make a all amounts on deposit in the Debt Service Reserve Account at such time shall be held in such Account or distributed solely to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations Secured Parties in accordance with the terms and conditions instructions of this Agreement the Collateral Agent (acting upon the written direction of the Administrative Agent acting at the direction of the Required Lenders), and the Loan Documents. Depositary Bank shall disregard any conflicting or inconsistent instructions from the Borrower. (d) On or before the [***] prior to each Payment Date after the Term Conversion Date, upon approval by the Administrative Agent of the schedule of the Required DSR Balance for the [***] beginning on such Payment Date delivered by the Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request Administrative Agent in accordance with the terms and conditions Section 2.14(d) of the Credit Agreement, the Administrative Agent shall provide a copy thereof to the Depositary Bank and such copy shall constitute notice to the Depositary Bank of the Required DSR Balance and shall become Schedule 1 to this Agreement. On or before the [***] prior to each Monthly Date after the Term Conversion Date during which any LC Loan Documentsremains outstanding, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, upon approval (in accordance with the terms and conditions of the Loan Documents.with

Debt Service Reserve Account. Borrower In addition to all other payments required under this Agreement, on or before July 1, 2011, and after the payment of all: (i) principal payments; (ii) interest expense; (iii) tax expenses; and (iv) Maintenance Capital Expenditures, GPO shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in deposit an amount equal to twelve (12) that is not less than three monthly payments of principal and interest on due under the Term Loan as determined and from time to time by thereafter, upon written notice from the Lender Agent, additional or lesser amounts to account for changes in the monthly principal and interest payment amounts due (together, the “Required Debt Service Reserve Deposit Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in ) into the Debt Service Reserve Account is equal to or greater than the Account. The Required Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account Deposit Amount shall earn interest at the rate determined by the Lender from time to timeAgent. If at Thereafter, (i) on any time after Monthly Payment Date on which the Debt Service Reserve Amount has been fully funded by the Borrower the balance aggregate amount in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Required Debt Service Reserve Deposit Amount, the Borrower GPO shall, within sixty as soon as available, but in no event later than five (605) days Business Days after such Monthly Payment Date, deposit amounts into the Debt Service Reserve Account to restore the balance in such account to the Required Debt Service Reserve Deposit Amount, or (ii) at any time upon receipt of written notice from the Lender as provided herein, deposit Agent that the amount in the Debt Service Reserve Account an amount sufficient to restore is less than the balance Required Debt Service Deposit Amount, GPO shall, as soon as available, but in no event later than five (5) Business Days after receipt of such notice, deposit amounts into the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in such account to the Required Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Deposit Amount. As and when any of the Loan Obligations are Obligation is past due, after any applicable grace periods have expired, under any Loan Document, LenderAgent, in its sole discretion, may withdraw from the Debt Service Reserve Account Account, for credit to its own account to be held for the benefit of the Banks, the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan ObligationsObligation. Notwithstanding the foregoing sentence, Agent shall have no obligation to withdraw any portion of the Debt Service Reserve Account: (i) if an Event of Default has occurred and is continuing under the Loan Documents, or (ii) to withdraw any of the Lender mayDebt Service Reserve Account for any other purpose other than for which the Debt Service Reserve Account was established, after any applicable grace periods have expiredprovided that if an Event of Default has occurred and is continuing, the Agent may withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to for the payment of the Loan Obligations any Obligation then past due, after any applicable grace periods have expired, in such order and manner as Lender shall determine is consistent with the Agent’s obligations set forth in its sole discretionthis Agreement. Withdrawals by the Lender Agent of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 Obligation then past due after any applicable grace periods have expired, may be made without the requirement of any consent by or notice to the BorrowerBorrowers, provided that Lender Agent shall provide to Borrower and to each Affiliated Borrower, within five (5) Business Days after any withdrawal from the Debt Service Reserve Account is made by Agent, notice that such withdrawal was made within a reasonable time thereafterand the Obligation such withdrawal was applied to and, if applicable, that the Debt Service Reserve Account is then below the Required Debt Service Reserve Deposit Amount. Borrower recognizes Notwithstanding the foregoing, Borrowers recognize and acknowledges acknowledge that its obligation to pay the Loan required Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan ObligationsObligation, and nothing herein shall be construed to negate or modify the Borrower’s Borrowers’ absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower GPO shall execute and deliver to the Lender Agent any and all deposit account control agreements the Lender Agent may reasonably request in accordance with the terms and conditions of the Loan DocumentsSecurity Agreement, and take all actions and deliver all documents the Lender Agent may reasonably request or require to perfect the LenderAgent’s security interest Lien in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsSecurity Agreement.

Debt Service Reserve Account. Borrower shall fund and maintain a debt service reserve (a) In this Clause: Required DSRA Balance means, subject to paragraph (e)(ii) below, the amount set out for such period in the Debt Service Reserve Account, in an following table: 31 March 2017 until Fifth Amendment Effective Date 135 Fifth Amendment Effective Date until 28 March 2019 102 29 March 2019 and thereafter 189 (b) The Borrower must ensure that the amount equal standing to twelve (12) monthly payments the credit of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Required DSRA Balance at any time. (c) The BPIAE Agent may (and the Borrower shall not be required to make a deposit in irrevocably authorises the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%BPIAE Agent to) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided Repayment Instalment or other amount then due and payable in this Section 2.14 may be made without favour of the requirement Finance Parties under the Finance Documents at that time but unpaid. (d) For the avoidance of any consent by doubt, the Account Bank shall have no responsibility to confirm or notice to verify that the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits balance currently held in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance complies with the terms herein. (e) (i) (A) On the Fifth Amendment Effective Date, the BPIAE Agent shall authorise and conditions of this Agreement and direct the Loan Documents. Borrower shall execute and deliver Account Bank to refund to the Lender Borrower any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest amounts in the Debt Service Reserve AccountAccount in excess of $102,000,000 and (B) in the event that between the Fifth Amendment Effective Date and 30 March 2019 the Borrower’s pro forma projection of Available Cash standing to the credit of the Revenue Accounts falls below $35,000,000 at any time during the three months from the date of such pro forma projection, the BPIAE Agent shall, following written request by the Borrower, authorize and direct the Account Bank to refund to the Borrower, subject to a maximum aggregate limit of $11,000,000, amounts in the Debt Service Reserve Account in excess of $91,000,000 (without duplication of any amounts refunded to the Borrower in accordance with Clause 23.28(e)(i)(A)), and provided further that no amount transferred from the terms and conditions of Designated Aireon Receivable Account to the Loan DocumentsDebt Service Reserve Account shall be eligible to be refunded to the Borrower under this paragraph (e) in any event.

Debt Service Reserve Account. (a) The Borrower shall fund open and maintain the Debt Service Reserve Account with the Facility Agent. (b) Cash balances in the Debt Service Reserve Account shall bear interest at the rate and in the manner agreed between the Facility Agent and the Borrower. (c) The credit balance of the Debt Service Reserve Account must at all times be at least equal to the aggregate of the applicable Minimum Balance. (d) An amount equal to the Minimum Balance will not be disbursed to the Borrower and will instead be withheld by the Facility Agent from the Utilisation of the Facility and credited by the Facility Agent to the Debt Service Reserve Account. (e) The Borrower must ensure that sufficient funds are provided to the Facility Agent for onward credit to the Debt Service Reserve Account such that as of any determination date, the credit balance of the Debt Service Reserve Account is equal to the aggregate of the Minimum Balance that shall be applicable as at such date. (f) The Borrower hereby authorises the Facility Agent (if there is any default in payment by the Borrower under this Agreement) to debit amounts standing to the credit of the Debt Service Reserve Account in respect of the Monthly Debt Service, interest accrued and outstanding and all other amounts owed by the Borrower to the Finance Parties under this Agreement. (g) If at any time pursuant to a debt service reserve debit of the Debt Service Reserve Account in accordance with paragraph (f) above the credit balance of the Debt Service Reserve Account is less than the applicable Minimum Balance, the Borrower shall ensure that no later than the date falling five calendar days after any such debit of the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time sufficient funds are provided by the Lender (Borrower to the “Facility Agent for deposit to the Debt Service Reserve Amount”). Beginning with Account so as to ensure that the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the credit balance in of the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) applicable Minimum Balance. If as at the date falling five calendar days after any debit of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days pursuant to paragraph (b) above, the credit balance of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve AmountMinimum Balance, this shall constitute an immediate Event of Default pursuant to clause 23.2(d). (h) Subject to no Event of Default having occurred and being continuing, at such time, any amount standing to the Borrower shall, within sixty (60) days after receipt credit of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance which is in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any excess of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender Minimum Balance shall determine in its sole discretion. Withdrawals be paid by the Lender of any amounts from Facility Agent to such account as the Debt Service Reserve Account to pay any Loan Obligations Borrower may direct for application as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentssees fit.

Debt Service Reserve Account. The Borrower shall fund establish and maintain a debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year endBank. The balance held in Borrower shall promptly following the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) preparation of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in semi-annual accounts for each Cash Sweep Calculation Period transfer to the Debt Service Reserve Account an amount sufficient equal to restore 100% of the balance in Excess Cash for the relevant Cash Sweep Calculation Period standing to the credit of the Borrower’s Revenue Account starting on the date which falls six calendar months after the date of this Agreement and ends on the date that the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall have accumulated a balance which shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may The Borrower shall not withdraw funds from the Debt Service Reserve Account for any purpose without the amount prior written consent of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan ObligationsEBRD. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender The Borrower shall determine in its sole discretion. Withdrawals by the Lender of any amounts from pledge the Debt Service Reserve Account to pay the EBRD as first ranking security for all amounts payable under this Agreement, the Parallel Lender Loan Agreement and any Loan Obligations as other Financing Agreement. Following the third anniversary of the date of this Agreement and provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available is fully funded, the Borrower shall promptly following the preparation of the semi-annual accounts for each Cash Sweep Calculation Period transfer an amount equal to make payment on any Loan Obligations, and nothing herein shall be construed 50% of the Excess Cash for the relevant Cash Sweep Calculation Period standing to negate or modify the credit of the Borrower’s absolute and unconditional obligation Revenue Account to pay the Borrower’s Cash Sweep Account. Any cash standing to the credit of the Borrower’s Cash Sweep Account, from time to time, shall be applied by the Borrower on the next Interest Payment Date to prepay the Loan Obligations in accordance with the terms and conditions pursuant to Section 3.08(b) of this Agreement and Agreement, provided that the Loan Documentsminimum prepayment amount shall be USD100,000 (one hundred thousand Dollars). Borrower shall execute and deliver Any amounts not prepaid as a result of the application of the proviso to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest immediately preceding sentence shall remain in the Debt Service Reserve Cash Sweep Account, . Unless EBRD otherwise agrees in accordance with the terms and conditions of the Loan Documents.writing:

Debt Service Reserve Account. Borrower (a) On the Closing Date CE Generation will furnish to the Depositary Bank one or more of the following in the aggregate amount of the then current Debt Service Reserve Requirement: (i) one or more Debt Service Reserve Letters of Credit; and (ii) United States dollars in immediately available funds. Any Debt Service Reserve Letter of Credit will be issued pursuant to a Debt Service Reserve LOC Reimbursement Agreement. After the Closing Date the Debt Service Reserve Account may accumulate cash deposits from (i) net interest and other investment income earned on Monies deposited therein or credited thereto, (ii) transfers of Monies into the Debt Service Reserve Account made pursuant to Section 3.1(c)(v) and (iii) direct cash deposits. Upon the making of deposits pursuant to clauses (ii) and (iii) of the preceding sentence, the amount outstanding under any Debt Service Reserve Letter of Credit shall, at the written election of CE Generation, be reduced by the excess of (x) the sum of Monies on deposit in or credited to the Debt Service Reserve Account and the amount available for drawing under any Debt Service Reserve Letter of Credit (before giving effect to such reduction) over (y) the then current Debt Service Reserve Requirement. (b) On each date on which the Depositary Bank is required to withdraw or transfer Monies from the Debt Payment Account to pay principal of, premium (if any) and interest on the Securities and any other amounts payable under the Indenture pursuant to Section 3.2(a), the Depositary Bank shall first withdraw or transfer for such purpose (and only for such purpose) Monies then on deposit in or credited to the Debt Payment Account. To the extent that Monies then on deposit in or credited to the Debt Payment Account are insufficient to fund such withdrawal and maintain transfer, the Depositary Bank shall (i) transfer Monies on deposit in or credited to the Debt Service Reserve Account (if any) in an amount equal to such insufficiency to the Debt Payment Account and (ii) to the extent of any remaining insufficiency, deliver to any Debt Service Reserve LOC Provider on such date (i) a debt service reserve draft on the Debt Service Reserve Letter of Credit issued by such Debt Service Reserve LOC Provider in an amount equal to the lesser of (A) the amount available to be drawn under such Debt Service Reserve Letter of Credit or (B) the amount of such remaining insufficiency and (ii) an appropriate certificate with respect thereto if required under such Debt Service Reserve Letter of Credit. The Depositary Bank shall deposit the Monies received from such Debt Service Reserve LOC Provider in the Debt Payment Account and use such Monies to pay principal of, premium (if any) and interest on the Securities and any other amounts due under the Indenture in accordance with Section 3.2(a). (c) A determination as to (i) the Monies on deposit in or credited to the Debt Service Reserve Account, (ii) the aggregate maximum amount at the time available to be drawn under any Debt Service Reserve Letter of Credit and (iii) the then current Debt Service Reserve Requirement shall be made by CE Generation on each Funding Date and immediately following any withdrawal or transfer of Monies from the Debt Service Reserve Account pursuant to clause (b) immediately above. As soon as practicable after making any such determination, CE Generation shall deliver to the Depositary Bank and the Collateral Agent an Officer's Certificate setting forth such determination. If such determination indicates that the Monies on deposit in or credited to the Debt Service Reserve Account, together with the amount available for drawing under any Debt Service Reserve Letter of Credit, at such time exceeds the then current Debt Service Reserve Requirement, the Depositary Bank shall transfer such excess Monies to the Revenue Account on such date. (d) Forty-five (45) days prior to the expiration of any Debt Service Reserve Letter of Credit, or promptly thereafter, provided that such Debt Service Reserve Letter of Credit has not been previously renewed, extended or replaced, the Depositary Bank shall deliver to the Debt Service Reserve LOC Provider providing such Debt Service Reserve Letter of Credit on such date (i) a draft on such Debt Service Reserve Letter of Credit in an amount equal to twelve the lesser of (12A) monthly payments of principal and interest on the Term Loan as determined from time maximum amount available to time by be drawn under the Lender (the “such Debt Service Reserve Amount”). Beginning Letter of Credit or (B) an amount which, together with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance Monies then on deposit in or credited to the Debt Service Reserve Account is equal to or greater than Account, equals the then current Debt Service Reserve Requirement, and (ii) an appropriate certificate with respect thereto if required by such Debt Service Reserve Letter of Credit. The Depositary Bank shall deposit the Monies received from the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the LOC Provider providing such Debt Service Reserve Account by Borrower within 120 days Letter of each fiscal year end. The balance held Credit in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) payment of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance such draft in the Debt Service Reserve Account to an amount not be applied in accordance with this Section 3.3. (e) Forty-five (45) days after receipt of notice that the long- term debt of any Debt Service Reserve LOC Provider is rated less than "A" or better by S&P and "A2" or better by Xxxxx'x, or promptly thereafter, provided that the Debt Service Reserve Amount; providedLetter of Credit issued by such Debt Service Reserve LOC Provider has not been replaced with a Debt Service Reserve Letter of Credit issued by a new Debt Service Reserve LOC Provider, howeverthe Depositary Bank shall deliver to such Debt Service Reserve LOC Provider on such date (i) a draft on such Debt Service Reserve Letter of Credit in an amount equal to the lesser of (A) the maximum amount available to be drawn under such Debt Service Reserve Letter of Credit or (B) an amount which, Borrower together with the Monies then on deposit in or credited to the Debt Service Reserve Account, equals the then current Debt Service Reserve Requirement, and (ii) an appropriate certificate with respect thereto if required by such Debt Service Reserve Letter of Credit. The Depositary Bank shall not be required to make a deposit the Monies received from such Debt Service Reserve LOC Provider in payment of such draft in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent be applied in accordance with this Section 3.3. (100%f) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to Upon receipt of a notice from the Lender. In the event any Debt Service Reserve LOC Provider that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant Letter of Credit issued by such Debt Service Reserve LOC Provider will be terminated prior to its stated expiration date, if, thirty (30) Business Days prior to the foregoing sentencetermination date as provided in such notice of termination, Borrower shall at such Debt Service Reserve Letter of Credit has not been replaced with a new Debt Service Reserve Letter of Credit, the earliest possible date thereafterDepositary Bank shall, prior to the extent termination date set forth in such notice, deliver to such Debt Service Reserve LOC Provider (i) a draft on such Debt Service Reserve Letter of Excess Cash Flow determined Credit in an amount equal to the lesser of (A) the maximum amount available to be drawn under such Debt Service Reserve Letter of Credit or (B) an amount which, together with the Monies then on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in or credited to the Debt Service Reserve Account Account, equals the then current Debt Service Reserve Requirement, and (ii) an appropriate certificate with respect thereto if required by such additional amounts as will restore Debt Service Reserve Letter of Credit. The Depositary Bank shall deposit the balance Monies received from such Debt Service Reserve LOC Provider in payment of such draft in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any be applied in accordance with this Section 3.3. (g) Upon receipt of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw a written notice from the Debt Service Reserve Account the amount of the then past LOC Provider that interest is due Loan Obligations and apply such amounts payable, but unpaid, with respect to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documentsany outstanding Debt Service Reserve LOC Loans, the Lender may, after any applicable grace periods have expired, withdraw amounts in Depositary Bank shall deliver to the Debt Service Reserve Account, LOC Provider on the date of such notice or as soon as practicable thereafter (i) a draft on the Debt Service Reserve LOC Provider in its sole discretion, and apply such amounts an amount equal to the payment amount of interest due and payable (which, together with all drawings under the Loan Obligations Debt Service Reserve Letter of Credit in such order the then-current calendar year, shall not exceed $5,000,000 in the aggregate) and manner as Lender shall determine in its sole discretion. Withdrawals (ii) an appropriate certificate with respect thereto if required by the Lender Debt Service Reserve Letter of any amounts Credit. The Depositary Bank shall apply monies received from the Debt Service Reserve Account LOC Provider in payment of such amount of interest due and payable. (h) The Collateral Agent and CE Generation hereby authorize the Depositary Bank to pay exchange or substitute a Debt Service Reserve Letter of Credit, as requested by CE Generation, so long as any Loan Obligations as provided exchanged or substituted Debt Service Reserve Letter of Credit has a term of at least the lesser of (i) three hundred sixty-four (364) days and (ii) the period remaining through the final maturity date of the Securities, and such exchange or substitution does not result in this Section 2.14 may be made without a reduction of the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in amount available for drawing under the Debt Service Reserve Account Letter of Credit being available to make payment on any Loan Obligationsexchanged or substituted, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver except to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentsextent permitted under Section 3.3(a).

Debt Service Reserve Account. Pursuant to Section 1.13 of the Master Agreement, Borrower shall shall, on or prior to the Loan Conversion Date (as defined in the First Supplement), establish and fully fund and maintain a debt service reserve in the Debt Service Reserve Account. Upon receipt by Borrower of sales tax rebate proceeds received from the State of Nebraska in the amount of not less than $2,400,000 ("Nebraska Tax Rebate"), in the Revolving Commitment Amount available to Borrower will, without any action by Borrower, be permanently reduced to an amount not to exceed $7,600,000 (the "Modified Revolving Commitment Amount") until the Revolving Facility Maturity Date, at which time such amount will be $0. Immediately upon receipt of the Nebraska Tax Rebate, and simultaneously upon the reduction of the Revolving Commitment Amount to the Modified Revolving Commitment Amount, Borrower will pay to Lender an amount equal to twelve (12) monthly 100% of the Nebraska Tax Rebate, which will be applied against the outstanding balance of the Revolving Facility and the remainder, if any, applied in the inverse order of the maturities of scheduled principal payments of principal and interest on Borrower. The payment by Borrower to Lender of the Term Loan as determined from time Nebraska Tax Rebate under this Section 10 shall not be subject to time by the Lender (prepayment fees set forth in Section 9 of this Second Supplement. In the “event the Nebraska Tax Rebate amount received is less than $2,400,000, then Borrower shall fund the difference to the Debt Service Reserve Amount”Account from available earnings (after payment of any then payable Tax Distributions). Beginning with Upon the first fiscal year end after reduction of availability under the Effective DateRevolving Facility to the Modified Revolving Commitment Amount, and at each fiscal year end thereafter, until such time as Borrower will no longer be required to fund the balance Debt Service Reserve Account. Amounts in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall may be deposited in the Debt Service Reserve Account used by Borrower within 120 days in a manner consistent with the provisions of each fiscal year endthe Master Agreement. The balance held Notwithstanding the foregoing, although upon receipt of the Nebraska Tax Rebate Borrower will be limited to the Modified Revolving Commitment Amount under the Revolving Facility, Lender shall nevertheless be entitled to draw upon the Revolving Facility in an amount not to exceed the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If Revolving Commitment Amount at any time after the Debt Service Reserve Amount has been fully funded by the if Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required fails to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements any required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and payment when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretionMaster Agreement. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents.[SIGNATURE PAGE FOLLOWS]

Debt Service Reserve Account. Borrower (a) On or prior to the Term-Conversion Date, SWMP shall fund and maintain a debt service reserve in the establish at Administrative Agent's office an account entitled "Snowflake Project Debt Service Reserve Account" ("DSR Account"). On the Term-Conversion Date, Borrowers shall deposit or cause to be deposited into the DSR Account $2,762,342, which amount may be obtained through a Construction Loan that otherwise meets all of the requirements of this Agreement. Such amount is equal to (i) principal (including principal payable as a result of optional redemption of Bonds required hereby) and interest which is expected to be payable with respect to the Bonds and the Loans in the first two full Repayment Periods after Term-Conversion, plus (ii) net payments expected to be owed to or received by SWMP under Swap Agreements during such period (with any amount to be received expressed as a negative number). Upon and after the first Principal Repayment Date, such amount shall be reasonably calculated by Administrative Agent for the then-prospective two Repayment Periods, and such calculated amount shall be the "DSR Requirement". Administrative Agent shall be entitled to withdraw amounts from the DSR Account to pay fees, costs, charges, interest, principal, reimbursements of draws on the Letter of Credit, and other amounts due to Administrative Agent, LC Issuer or the Lenders in the event that Project Revenues or other amounts in the Revenue Account are insufficient therefor. (b) If on any Payment Date amounts in the DSR Account are below the DSR Requirement, Administrative Agent shall deposit all amounts in excess of the amounts applied pursuant to Waterfall Levels 1-6 in the DSR Account until the balance in the DSR Account is equal to the DSR Requirement. To the extent the stated amount of the DSR Letter of Credit plus amounts on deposit in the DSR Account exceed the DSR Requirement on a Payment Date, Administrative Agent shall release cash in the DSR Account to the Revenue Account. (c) In lieu of depositing cash in the DSR Account pursuant to Sections 7.3(a) and 7.3(b), Sponsor may provide an unconditional, irrevocable direct-pay letter of credit ("DSR Letter of Credit") issued in a face amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafteror, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreementcash is deposited, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documentsthan, the Lender mayDSR Requirement for the account of Sponsor by a financial institution whose long-term debt is rated at least "A" by S&P and "Aa" by Moody's, after any applicable grace periods have expired, withdraw amounts in naming Administrative Agent as the Debt Service Reserve Account, in its sole discretionbeneficiary, and apply such amounts coxxxxxxxg terms and provisions satisfactory to the payment of the Loan Obligations in such order and manner as Lender shall determine Administrative Agent in its sole discretion. Withdrawals In addition to and without limiting the foregoing, the DSR Letter of Credit (i) shall have an initial expiration date of at least 12 months beyond the Term-Conversion Date and (ii) shall not be secured by any of the Lender Collateral. If no agreement for a renewal or replacement of the DSR Letter of Credit has been made 30 days prior to the expiration of the DSR Letter of Credit, Administrative Agent may draw upon the DSR Letter of Credit and deposit such drawing in the DSR Account or Sponsor shall deposit cash in the DSR Account in the amount of the DSR Letter of Credit. Fees, costs, expenses and reimbursement obligations relating to any DSR Letter of Credit shall be paid only out of any amounts from the Debt Service Reserve Account funds distributed to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsBorrowers at Waterfall Level 8.

Debt Service Reserve Account. Borrower In addition to all other payments required under this Agreement, on or before July 1, 2011, and after the payment of all: (i) principal payments; (ii) interest expense; (iii) tax expenses; and (iv) Maintenance Capital Expenditures, GPCC shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in deposit an amount equal to twelve (12) that is not less than three monthly payments of principal and interest on due under the Term Loan as determined and from time to time by thereafter, upon written notice from the Lender Agent, additional or lesser amounts to account for changes in the monthly principal and interest payment amounts due (together, the “Required Debt Service Reserve Deposit Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in ) into the Debt Service Reserve Account is equal to or greater than the Account. The Required Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account Deposit Amount shall earn interest at the rate determined by the Lender from time to timeAgent. If at Thereafter, (i) on any time after Monthly Payment Date on which the Debt Service Reserve Amount has been fully funded by the Borrower the balance aggregate amount in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Required Debt Service Reserve Deposit Amount, the Borrower GPCC shall, within sixty as soon as available, but in no event later than five (605) days Business Days after such Monthly Payment Date, deposit amounts into the Debt Service Reserve Account to restore the balance in such account to the Required Debt Service Reserve Deposit Amount, or (ii) at any time upon receipt of written notice from the Lender as provided herein, deposit Agent that the amount in the Debt Service Reserve Account an amount sufficient to restore is less than the balance Required Debt Service Deposit Amount, GPCC shall, as soon as available, but in no event later than five (5) Business Days after receipt of such notice, deposit amounts into the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in such account to the Required Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Deposit Amount. As and when any of the Loan Obligations are Obligation is past due, after any applicable grace periods have expired, under any Loan Document, LenderAgent, in its sole discretion, may withdraw from the Debt Service Reserve Account Account, for credit to its own account to be held for the benefit of the Banks, the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan ObligationsObligation. Notwithstanding the foregoing sentence, Agent shall have no obligation to withdraw any portion of the Debt Service Reserve Account: (i) if an Event of Default has occurred and is continuing under the Loan Documents, or (ii) to withdraw any of the Lender mayDebt Service Reserve Account for any other purpose other than for which the Debt Service Reserve Account was established, after any applicable grace periods have expiredprovided that if an Event of Default has occurred and is continuing, the Agent may withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to for the payment of the Loan Obligations any Obligation then past due, after any applicable grace periods have expired, in such order and manner as Lender shall determine is consistent with the Agent’s obligations set forth in its sole discretionthis Agreement. Withdrawals by the Lender Agent of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 Obligation then past due after any applicable grace periods have expired, may be made without the requirement of any consent by or notice to the BorrowerBorrowers, provided that Lender Agent shall provide to Borrower and to each Affiliated Borrower, within five (5) Business Days after any withdrawal from the Debt Service Reserve Account is made by Agent, notice that such withdrawal was made within a reasonable time thereafterand the Obligation such withdrawal was applied to and, if applicable, that the Debt Service Reserve Account is then below the Required Debt Service Reserve Deposit Amount. Borrower recognizes Notwithstanding the foregoing, Borrowers recognize and acknowledges acknowledge that its obligation to pay the Loan required Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan ObligationsObligation, and nothing herein shall be construed to negate or modify the Borrower’s Borrowers’ absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower GPCC shall execute and deliver to the Lender Agent any and all deposit account control agreements the Lender Agent may reasonably request in accordance with the terms and conditions of the Loan DocumentsSecurity Agreement, and take all actions and deliver all documents the Lender Agent may reasonably request or require to perfect the LenderAgent’s security interest Lien in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsSecurity Agreement.

Debt Service Reserve Account. Borrower (a) The Company shall fund ensure that: (i) a Debt Service Reserve Account is maintained at all times from and maintain a debt service reserve including the Initial Utilisation Date. (ii) on or before the date falling three (3) days prior to an Initial Term Facility Repayment Date specified in Clause 7.1 (Repayment of the Initial Term Facility Loan), an amount not less than the corresponding Initial Term Facility Repayment Instalment shall be deposited into the Debt Service Reserve Account; (iii) on or before the date falling three (3) days prior to an Interest Payment Date specified in Clause 11.2 (Payment of interest), in an amount equal to twelve (12) monthly payments of principal not less than the corresponding interest due and interest payable under any Initial Term Facility on that Interest Payment Date shall be deposited into the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in Account; and (iv) no withdrawal or transfer from the Debt Service Reserve Account is equal may be made other than pursuant to paragraph (b), (c) or greater (d) below. (b) The Company may withdraw any amount (other than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall amounts required to be deposited in into the Debt Service Reserve Account by Borrower within 120 days in accordance with paragraphs (a)(ii) above) standing to the credit of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an pay amounts due and payable under Clause 11.2 (Payment of interest) in relation to any Initial Term Facility. (c) The Company may withdraw any amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in deposited into the Debt Service Reserve Account to (other than the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not amounts required to fully restore the balance in be deposited into the Debt Service Reserve Account pursuant in accordance with paragraphs (a)(iii) above) to pay the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As corresponding Initial Term Facility Repayment Instalment due and when any payable under Clause 7.1 (Repayment of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if Initial Term Facility Loan). (d) If an Event of Default has occurred and is continuing under the Loan Documentscontinuing, the Lender may, after any applicable grace periods have expired, withdraw amounts in Company irrevocably authorises the Debt Service Reserve Account, in its sole discretion, and Security Agent to: (i) apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from moneys credited into the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without for the requirement purpose of paragraph (a)(i) above towards payment of any consent by or notice to amount payable but unpaid under any Initial Term Facility in accordance with the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay terms of this Agreement; (ii) apply the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in moneys credited into the Debt Service Reserve Account being available to make for the purpose of paragraph (a)(iii) above towards payment on of any Loan Obligations, accrued interest due and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations payable but unpaid under any Initial Term Facility in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsAgreement.

Debt Service Reserve Account. Borrower shall fund (a) The Administrative Agent shall, on or prior to the date of the Initial Loan, establish and maintain a debt service reserve in at the Borrower's expense an interest-bearing account (the "Debt Service Reserve Account") with the Account Bank. On or prior to the Conversion Date, there shall be deposited to the Debt Service Reserve Account, in an amount equal to twelve (12i) monthly payments proceeds of principal and interest on the Term any Construction Loan as determined from time to time which are designated by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in Borrower for deposit to the Debt Service Reserve Account pursuant to Section 2.01(b), (ii) proceeds of the Contingent Equity Contribution Amount designated by the Borrower for application to the Debt Service Reserve Account; provided that (as to both clauses (i) and (ii) above) all Project Costs have been paid or escrowed as of the date of such application, and (iii) all amounts required to be so deposited from the Project Control Account pursuant to Section 2.20(b)(vii). (b) Provided that no Default shall have occurred and be continuing, on any Monthly Distribution Date, in the event that (i) the Consolidated Debt Service Coverage Ratio for the most recently ended Rolling Period is equal to or greater than 1.30:1.00, (ii) the Consolidated Projected Debt Service Reserve Amount, one hundred percent Ratio is equal to or greater than 1.30:1.00 and (100%iii) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, cash amount on deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in exceeds the Debt Service Reserve Account to an amount not less than Amount as calculated on such day, then the Debt Service Reserve Amount; provided, however, Borrower shall not be required entitled to make a Withdrawal Request for any such excess cash on deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant be withdrawn and transferred to the foregoing sentenceProject Control Account. (c) The Administrative Agent, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after at any applicable grace periods have expiredtime, withdraw amounts request that the Account Bank pay to it, on the date specified in such notice, from such sums as are on deposit in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations amount stated in such order and manner notice as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account being required to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes due and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits payable but unpaid. (d) Any amounts deposited in the Debt Service Reserve Account being available may be invested at the instruction of the Borrower in Permitted Investments. (e) Each Withdrawal Request delivered by the Borrower pursuant to make payment on any Loan Obligations, and nothing herein this Section 2.21 shall be construed delivered to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement Administrative Agent and the Loan Documents. Borrower shall execute and deliver Account Bank not less than three Business Days prior to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documentseach Monthly Distribution Date.

Debt Service Reserve Account. Borrower shall fund (a) Amounts on deposit in the Debt Service Reserve Account may be funded, from time to time, by one or a combination of the following: (i) cash and maintain (ii) a debt service reserve Debt Service Reserve Letter of Credit; provided that if (i) such Debt Service Reserve Letter of Credit is not renewed or replaced on or prior to the date 30 days prior to its expiration or (ii) with respect to such Debt Service Reserve Letter of Credit at any time, the issuing bank ceases to be an Eligible Letter of Credit Provider, the Issuer shall, within 30 days following the date such issuing bank ceases to be an Eligible Letter of Credit Provider, cause such Debt Service Reserve Letter of Credit to be replaced with one or a combination of cash (which may be accomplished by drawing on such issuing bank's Debt Service Reserve Letter of Credit and depositing the proceeds in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “or a Debt Service Reserve Amount”)Letter of Credit which is an Acceptable Letter of Credit. Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held Interest earned on amounts in the Debt Service Reserve Account shall earn interest at be retained in such account until transferred in accordance with Section 3.4(d). (b) In the rate determined by event that Ormat Nevada or certain of its Affiliates (other than the Lender from time to time. If at Issuer or a Subsidiary of the Issuer) replaces an existing Debt Service Reserve Letter of Credit facility with a new facility and provides a new Debt Service Reserve Letter of Credit under such new facility, any time after amount then on deposit in the Debt Service Reserve Account which, when added to the Drawing Amount has been fully under such new Debt Service Reserve Letter of Credit, exceeds the Debt Service Reserve Requirement at such time may be transferred (to the extent provided in a Withdrawal Certificate) to Ormat Nevada, or if the Issuer so elects, to the provider of the Debt Service Reserve Letter of Credit being replaced to the extent of any unreimbursed drawings on, or other amounts owed with respect to, such Debt Service Reserve Letter of Credit. In addition, if the Debt Service Reserve Account is funded with cash, to the extent directed by the Borrower Issuer pursuant to a Withdrawal Certificate the balance Depositary shall transfer such cash to Ormat Nevada or its Affiliates, so long as a Debt Service Reserve Letter of Credit is provided having a stated amount equal to the amount of cash being withdrawn. (c) At any time that the sum of the Drawing Amount under any Debt Service Reserve Letter of Credit at such time plus the amount then on deposit in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve AmountRequirement at such time, funds shall be accumulated in the Borrower shall, within sixty Debt Service Reserve Account from cash available from: (60i) days after receipt of notice transfers from the Lender Revenue Account, as provided hereinunder Section 3.1(c); and (ii) net interest, if any, earned on amounts deposited in the Debt Service Reserve Account, until the first Business Day of the month following the date that the sum of the Drawing Amount under the Debt Service Reserve Letter of Credit at such time plus the amount then on deposit in the Debt Service Reserve Account equals the Debt Service Reserve Requirement at such time. (d) In the event that the Debt Service Reserve Requirement is met, all interest income on amounts in the Debt Service Reserve Account and, except as set forth in Section 3.4(b) above, other amounts in excess of the Debt Service Reserve Requirement shall be transferred, on a monthly basis, to the Revenue Account. To the extent that the amount available to be drawn under the Debt Service Reserve Letter of Credit exceeds the Debt Service Reserve Requirement, the stated amount of the Debt Service Reserve Letter of Credit may be reduced and the Depositary shall execute all necessary documents to effectuate such reduction. (i) Thirty (30) days (or if such day is not a Business Day, on the next succeeding Business Day) after receipt by the Depositary of a notice that any Debt Service Reserve Letter of Credit provider is no longer an Eligible Letter of Credit Provider (unless the Debt Service Reserve Letter of Credit issued by such Debt Service Reserve Letter of Credit provider has been replaced on or before the end of such 30-day period with a new Debt Service Reserve Letter of Credit issued by an Eligible Letter of Credit Provider) or (ii) if the Depositary has been notified by the Collateral Agent that, no later than thirty (30) days (or if such day is not a Business Day, on the next succeeding Business Day) prior to the stated expiration date of any Debt Service Reserve Letter of Credit, it has not received a notice that the Debt Service Reserve Letter of Credit will be extended or replaced upon its stated expiration date or upon receipt of a notice from any Debt Service Reserve Letter of Credit provider that the Debt Service Reserve Letter of Credit provided by such Debt Service Reserve Letter of Credit provider will not be renewed in accordance with its terms (unless such Debt Service Reserve Letter of Credit has been previously renewed, extended or replaced with a new Debt Service Reserve Letter of Credit), then in each such case the Depositary shall make a drawing on such Debt Service Reserve Letter of Credit in an amount sufficient equal to restore the balance Debt Service Reserve Requirement at such time minus the monies on deposit in the Debt Service Reserve Account at such time, provided that any drawing pursuant to clause (ii) following receipt of a notice from the Debt Service Letter of Credit provider that the Debt Service Reserve Letter of Credit provided by such Debt Service Letter of Credit provider will not be renewed in accordance with its terms shall be no earlier than thirty (30) days prior to expiration of such Debt Service Reserve Letter of Credit. The Collateral Agent shall deposit the amounts received from such Debt Service Reserve Letter of Credit provider in payment of such drawing in the Debt Service Reserve Account to an amount be applied in accordance with this Section 3.4. (f) At 12:00 p.m. (noon) on the second (2nd) Business Day prior to any Scheduled Payment Date, if the monies on deposit in the sub-account of the Debt Service Payment Account relating to the Senior Secured Notes (taking into consideration deposits therein made with respect to such Scheduled Payment Date pursuant to the "first" and "second" priorities in Section 3.3(c)) are not less than anticipated to be adequate to pay the principal, interest, premium and Liquidated Damages, if any, becoming due in respect of the Senior Secured Notes on such Scheduled Payment Date (such insufficiency, the "Debt Payment Deficiency"), (i) if a Debt Service Reserve Letter of Credit is not then in effect, one (1) Business Day prior to such Scheduled Payment Date, the Depositary shall withdraw and transfer from the Debt Service Reserve Amount; providedAccount and transfer to the sub-account of the Debt Service Payment Account relating to the Senior Secured Notes, however, Borrower shall not be required an amount equal to the Debt Payment Deficiency to make the payments due in respect of the Senior Secured Notes on that Scheduled Payment Date or (ii) if a Debt Service Reserve Letter of Credit is then in effect, the Depositary shall, two (2) Business Days prior to such Scheduled Payment Date, make a drawing on the Debt Service Reserve Letter of Credit. The aggregate amount to be drawn on such Debt Service Reserve Letter of Credit in accordance with the immediately preceding sentence shall be equal to the Debt Payment Deficiency minus the monies then on deposit in the Debt Service Reserve Account to (or, if less, the extent that such a Drawing Amount of the Debt Service Reserve Letter of Credit). The Depositary shall deposit would exceed one hundred percent (100%) of Excess Cash Flowthe amounts, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice if any, received from the Lender. In the event that Borrower is not required provider of such Debt Service Reserve Letter of Credit to fully restore the balance in the Debt Service Reserve Account pursuant and, one (1) Business Day prior to the foregoing sentenceScheduled Payment Date, Borrower shall at the earliest possible date thereafter, transfer to the extent sub-account of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Payment Account such additional amounts as will restore relating to the balance in Senior Secured Notes, an amount equal to the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available Payment Deficiency to make payment the payments due on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsSenior Secured Notes on that Scheduled Payment Date.

Debt Service Reserve Account. Borrower shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after month of the Effective Date, Term Phase and at each fiscal year end monthly thereafter, until such time as the balance in the seventy-five percent (75%) of Project Free Cash Flow up to an aggregate amount of $7,000,000.00 shall be deposited into a Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amountbe maintained with Lender. Thereafter, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after as the Debt Service Reserve Amount has been fully funded by the Borrower the balance amount on deposit in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed $7,000,000.00 one hundred percent (100%) of Excess Project Free Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in Flow shall be deposited into the Debt Service Reserve Account pursuant until the reserve is restored to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amountaforesaid $7,000,000.00. As and when any a Debt Service payment is due on the Loan and EBITDA from the Premises is insufficient in the judgment of Lender to pay the then required Debt Service payment in accordance with the terms of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may Note the Lender shall withdraw from the Debt Service Reserve Account for credit to its account the difference between EBITDA and the amount of the then past due Loan Obligations and apply such amounts Debt Service payment on the Note. Lender shall have no obligation to the payment disburse any portion of the past due Loan Obligations. Notwithstanding the foregoing sentence, Debt Service Reserve Account (i) if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after or (ii) to disburse any applicable grace periods have expired, withdraw amounts in of the Debt Service Reserve AccountAccount for any other purpose or to any other person other than for which the Debt Service Reserve Account was established, provided if an Event of Default has occurred, the Lender may disburse any of the Debt Service Reserve Account in its sole discretion, and apply such amounts discretion to the payment of the Loan Obligations in such order and manner selection as Lender shall determine in its sole discretionmay elect. Withdrawals Such application by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that . Lender shall provide to Borrower notice within ten (10) days after each such payment its advice that it has so made such withdrawal was made within a reasonable time thereafterpayment and the amount of such payment. Notwithstanding the foregoing, Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are required Debt Service is absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsNote.