Common use of Disbursements Clause in Contracts

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If if at any time on or prior to the Escrow End Date the Escrow Agent receives an officers’ certificate from the Company substantially in the form of Exhibit D hereto, dated as of one Business Day prior to the date the Escrow Property is to be released pursuant to the Release Notice (as defined below), executed by two of the authorized representatives of the Company identified on Exhibit B hereto (each such representative, an “Authorized Person”) and certifying to the Escrow Agent as to the matters set forth therein (an “Officers’ Certificate”), and a written notice substantially in the form of Exhibit E hereto, executed by an Authorized Person of the Company (a “Release Notice”), the Escrow Agent shall have received a certificate from on the Issuer Business Day stated in the form attached hereto as Exhibit B-1 (Release Notice, provided that the “Anticipated Consummation Release Certificate”), executed Notice and the Officers’ Certificate are received by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidateby 11:00 a.m. Eastern time on the Business Day prior to the Escrow Property release date, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request amount of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice specified in the Release Notice to the Representative as provided in Section 1.4(b) as directed and in the manner set forth in the Release Notice from the Issuer Company, (each ii) the amount of which are hereby waived by Escrow Property in the IssuerEscrow Account specified in the Release Notice to U.S. Bank National Association, as paying agent (the “Company Paying Agent”) or any other person for Company’s existing debt holders and (iii) the amount of the Escrow Property in the Escrow Account specified in the Release Notice to the contraryCompany; or (b) if at any time prior to the Escrow End Date, the Escrow Agent receives an Officers’ Certificate from the Company setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form of Exhibit F hereto, and a Release Notice, substantially in the form of Exhibit E hereto, executed by an Authorized Person of the Company, the Escrow Agent shall liquidate and transfer the Escrow Property in the Escrow Account no later than one Business Day prior to the Paying Agent all date specified for the Special Mandatory Redemption, and shall (i) deliver the amount of the Escrow Property on January 3, 2014. The from the Escrow Agent shall confirm in writing Account to the Trustee as directed and in the Issuer that manner set forth in the Release Notice from the Company and (ii) deliver the remainder of the Escrow Property in the Escrow Account, if any, to the Company as directed and in the manner set forth in the Release Notice from the Company; or (c) if a Release Notice has not been released delivered by it in accordance with this 5:00 p.m. Eastern time on the Escrow End Date, by no later than 12:00 p.m. noon Eastern time on the first Business Day following the Escrow End Date the Company hereby directs the Escrow Agent to liquidate the Escrow Property and deliver all the Escrow Property from the Escrow Account to the Trustee for application to the Special Mandatory Redemption of the Notes pursuant to Section 2.3(c)3.10 of the Indenture.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Pledged Account and pay to the Holders of the Notes proceeds to provide for payment, in whole or in part, of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will (i) issue a Payment Order (as defined in the form attached hereto as Exhibit B-1 Control Agreement) to the Account Holder for the release from the Pledged Account of such funds to the Trustee in accordance with such Issuer Order and (ii) pay such funds to the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions Indenture and the Notes. In the event that the funds released from the Pledged Account on any interest payment date are not sufficient to pay in full the interest due on the Notes on such interest payment date requested therein (ora "Shortfall"), nothing in this Section 5 shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay such Shortfall to the Holders of the Notes on such interest payment date; provided, however, that no such Shortfall shall be paid from proceeds of the Collateral unless such proceeds constitute a Surplus (as defined below). Furthermore, nothing in this Pledge Agreement shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay Liquidated Damages, if such requested any. In the event that the funds available for release from the Pledged Account on any interest payment date is not a Business Day, exceed the interest due on the following Business DayNotes on such interest payment date (a "Surplus"), which requested disbursement date such Surplus shall be no later than December 30retained in the Pledged Account and may be applied to the next Shortfall(s), 2013 (if any. Nothing in this Section 5 shall affect the “Redemption Deadline”) and no earlier than (i) Trustee's rights to apply the day on which Collateral to the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) payments of amounts due on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any of the first six scheduled interest payments on the Notes or portion of such an interest payment from a certificate source of funds other than the Pledged Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to issue a Payment Order (as defined in the Control Agreement) to the Account Holder for the release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Issuer Pledged Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment; provided, however, that the foregoing shall not apply in the form attached hereto as Exhibit C (event that such payment of Pledgor Funds is made in order to compensate for any Shortfall. Upon receipt by the “Redemption Release Certificate”)Trustee of such Issuer Order and provided the Trustee has received such interest payment, executed by one of the authorized signatories listed on Exhibit E-1 Trustee shall direct the Account Holder pursuant to this Agreement, then the Escrow Agent shall liquidate and transfer a Payment Order to pay over to the Paying Agent all Escrow Property Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificatePledged Account as soon as practicable. (c) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledged Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If there no such notice is any Escrow Property given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment of the interest then due from the Pledged Account. (d) The Trustee shall instruct the Account Holder to liquidate Collateral in the Escrow Pledged Account (pursuant to written instructions from the Pledgor) in order to make any of the scheduled payments of interest on the Notes, unless there are sufficient funds in the Pledged Account on or after December 31, 2013 then, notwithstanding such interest payment date. The Trustee shall be entitled to instruct the Account Holder to sell any objection, claim, demand or other notice from Collateral as contemplated hereunder prior to the Issuer maturity of such Collateral and shall not be responsible for any costs and expenses of such sale. (each e) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any of which are hereby waived by the Issuer) Pledged Security Entitlements or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any Pledged Security Entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the contraryPledged Financial Assets or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and transfer subject to the Paying Agent all Escrow Property exclusive control (except as expressly provided in Sections 5(a) and (b) hereof prior to an Event of Default) of the Trustee in its capacity as such (and not as a securities intermediary) before the payment in full, when due, of the first six scheduled interest payments on January 3, 2014the Notes. The Escrow Agent shall confirm in writing to Pledgor acknowledges, confirms and agrees that the Trustee is an entitlement holder of the Pledged Security Entitlements solely as Trustee for the Holders of the Notes and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)not as a securities intermediary.

Disbursements. The Escrow If at any time Disbursement Agent is directed unable to calculate the Purchase Prices in respect of disbursements to be made pursuant to this Section 11(d) as a result of technical difficulties or otherwise, upon written notice from Disbursement Agent to Buyer and Seller, Disbursement Agent may request such information from Buyer. Additionally, if at any time Buyer disputes Disbursement Agent's or Seller's calculation of the Purchase Prices in respect of disbursements to be made pursuant to this Section 11(d), upon written notice from Buyer to Disbursement Agent and Seller, Disbursement Agent shall distribute the Escrow Property not disburse funds as provided in this Section 11(d) until such dispute is resolved. (i) Disbursement in Respect of Purchases of Eligible Assets. On each proposed Purchase Date, Disbursement Agent will disburse funds in the following manner: (a) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Disbursement Account in accordance with the instructions and on Wire Instructions in the date requested therein (or, if such requested date is not Seller Asset Schedule within 2 hours of a Business Day, on the following Business Day), which requested disbursement date shall be final Transaction Request but in no event later than December 305:15 p.m. New York time, 2013 provided that (A) Disbursement Agent shall have performed the “Redemption Deadline”procedures set forth in Section 11(c) and no earlier than all conditions to disbursement set forth therein shall have been satisfied; (iB) sufficient funds exist in the day on which Disbursement Account (taking into account amounts required to be transferred from the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on related Wire-out Account pursuant to Section 11 (a)(ii)); (C) such instructions do not include any Seller Entity or any Affiliate of a Business DaySeller Entity as payee, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm unless otherwise authorized by Buyer in writing to Disbursement Agent; and (D) if a conflict exists between the Issuer instructions of Buyer and the Trustee instructions of Seller, Disbursement Agent shall follow Buyer's instructions. In the event that the Escrow Property has been transferred by it funds maintained in the related Wire-out Account are not sufficient to permit the Issuer in accordance with funding of the Anticipated Consummation Release Certificate. (b) If full Wire Amount for any Eligible Asset, no funds shall be disbursed from the Escrow Disbursement Account to fund or acquire such Eligible Asset. For each disbursement pursuant to this Section 11(d)(i), Disbursement Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed promptly notify Seller by one Electronic Transmission of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by related federal wire reference number when it in accordance with the Redemption Release Certificatebecomes available. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If With respect to any claim asserted by a Parent Indemnitee pursuant to or arising under Section 6.2 of the Purchase Agreement (a “Claim”) and subject to Section 1.5(a), Parent and Seller Representative shall provide joint written instructions to the Escrow Agent shall have received a certificate from notifying the Issuer in Escrow Agent that such Claim is definitively and finally resolved pursuant to Article VI of the form attached hereto as Exhibit B-1 Purchase Agreement (the “Anticipated Consummation Joint Claim Release CertificateNotice”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then ) and the Escrow Agent shall liquidateshall, promptly after the receipt of the Joint Claim Release Notice, release and deliver all the payment amount(s) identified in the Joint Claim Release Notice in cash from the Indemnification Escrow Property via wire transfer of immediately available funds to the Parent (and Parent shall, in turn, be responsible for paying all or any portion of the amount(s) to any Parent Indemnitees, as applicable) in accordance with the instructions and on contained in the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Joint Claim Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateNotice. (b) If No later than two (2) Business Days following the General Termination Date (as defined in the Purchase Agreement) and subject to Section 1.5(a), Parent and Seller Representative shall provide joint written instructions to the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release CertificateJoint Notice of General Release”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then ) and the Escrow Agent shall liquidate and transfer shall, promptly after the receipt of the Joint Notice of General Release, release the Initial Release Amount (as defined in the Purchase Agreement) to Seller Representative (for further distribution to Sellers, in accordance with their respective Pro Rata Shares (as defined in the Paying Agent all Escrow Property Purchase Agreement)), in accordance with the instructions and on contained in the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateJoint Notice of General Release. (c) If there is any Escrow Property in No later than two (2) Business Days following the Escrow Account on or after December 31final determination of the Final Closing Cash Consideration pursuant to Section 2.4(b) of the Purchase Agreement and subject to Section 1.5(a), 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person Parent and Seller Representative shall provide joint written instructions to the contrary, the Escrow Agent shall liquidate (the “Joint Notice of Cash Consideration Adjustment”) and transfer to the Paying Escrow Agent all shall, promptly after the receipt of the Joint Notice of Cash Consideration Adjustment, release the payment amount(s) identified in the Joint Notice of Cash Consideration Adjustment in cash from the Adjustment Escrow Property on January 3via wire transfer of immediately available funds (A) to Parent and/or (B) to Seller Representative (for further distribution to Sellers, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(ctheir respective Pro Rata Shares), in accordance with the instructions contained in the Joint Notice of Cash Consideration Adjustment.

Disbursements. The Escrow Agent is directed Payments from the Construction Fund shall be made by the Trustee to or upon the order of the Company in accordance with the provisions of this Section, but no such payment shall be made unless and until the Trustee shall distribute receive a requisition, prepared and signed by an Authorized Officer of the Escrow Property in the following mannerCompany, stating: (a) If the Escrow Agent shall item number of each such payment; (b) the name of the person, firm or corporation to whom each such payment is due; (c) the respective amounts to be paid; (d) the purpose by general classification for which each obligation to be paid was incurred; (e) that obligations in the stated amounts have received been incurred and are presently due and payable and that each item thereof is a certificate proper charge against the Construction Fund and has not been the subject of a previous withdrawal from the Issuer in Construction Fund; (f) that to the form attached hereto as Exhibit B-1 (best of his knowledge, there has not been filed with or served upon the “Anticipated Consummation Release Certificate”)Company notice of any lien, executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Dayright or attachment upon, or (ii) on claim affecting the next Business Day if right of any such persons, firms or corporations to receive payment of, the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day respective amounts stated in such requisition which has not been released or on a day that is will not a Business Day; provided that upon the request of the Issuer delivered be released simultaneously with the Anticipated Consummation Release Certificate payment of such obligation; (g) that, after giving effect to such requisition, not less than 95% of the Escrow Agent proceeds of the Bonds and any investment earnings thereon will not liquidate have been used to provide "solid waste disposal facilities" within the Escrow Property but instead distribute meaning of Section 142(a)(6) of the Escrow Property IRC; and (h) that after giving effect to the Issuer in-kindpayment of the requisition, the use of all proceeds of the Bonds and any investment earnings thereon complies with the limitations contained in the Federal Tax Statement. The Escrow Agent Upon receipt of any such requisition, the Trustee shall confirm pay such obligation from the Construction Fund. If prior to payment of any items in writing a requisition the Company should for any reason desire not to pay such item, the Company shall give written notice of such decision to the Trustee (and the Trustee may conclusively rely upon such written notice). In making any disbursement the Trustee shall pay each such obligation directly to the Company or to any payee designated by an Authorized Officer of the Company, as set forth in such requisition. Section 405. Reliance on Requisitions. All requisitions received by the Trustee, as required in this Article as conditions of payment from the Construction Fund, may be conclusively relied upon by the Trustee, and shall be retained by the Trustee, subject at all reasonable times to examination by the Company, the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateagents and representatives thereof. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Provided that an Event of Default has not occurred and is continuing under the Lease at the end of the then applicable Lease Year (as hereinafter defined) and until all the Escrow Funds have been disbursed, Landlord shall instruct Escrow Agent in writing (the "Payment Notice") to pay to Tenant from the Escrow Funds the amount set forth by Landlord in the Payment notice, which amount shall be equal to fifty percent (50%) of all installments of Monthly Fixed Rent paid by Tenant to Landlord during the preceding Lease Year, plus all interest accrued on the Deposit during such Lease Year. Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 make such payment to Tenant within five (the “Anticipated Consummation Release Certificate”), executed by one 5) days of receipt of the authorized signatories payment Notice from landlord. For purposes hereof, the term Lease Year" shall mean a period of twelve (12) consecutive, full calendar months, the first of which shall commence on the first day of the Issuer listed first month which occurs after the Commencement Date, or if the Commencement Date falls on Exhibit E-1 to this Agreementthe first day of a month, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateCommencement Date. (b) If Landlord fails to deliver the Payment Notice to Escrow Agent within fifteen (15) days of the end of a Lease Year and an Event of Default has not occurred and is not continuing, Tenant shall have the right to deliver the Payment Notice to Escrow Agent and, provided that the Escrow Agent shall have has not received a certificate notice from the Issuer in Landlord that an Event of Default has occurred and is continuing under the form attached hereto as Exhibit C (the “Redemption Release Certificate”)Lease, executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate pay to Tenant the amount set forth therein within five (5) days of receipt of such notice; provided that Tenant has given Landlord prior written notice of Landlord's failure to deliver the Payment Notice and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein Landlord has not sent such Payment Notice within five (or, if 5) business days of receiving such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatenotice from Tenant. (c) If there is any within thirty (30) days following the expiration or earlier termination of the Initial Lease Term (other than as a result of an Event of Default thereunder) and compliance by Tenant with its obligations under the Lease, Landlord shall instruct Escrow Property Agent in writing to pay to Tenant, and thereupon Escrow Agent shall pay to Tenant within five (5) days of such instruction, all of the Escrow Funds then remaining in the Escrow Account on Account, if any. (d) if at any time an Event of Default shall have occurred under the Lease, Landlord shall be entitled, at its sole discretion, to direct the Escrow Agent, in writing, with a copy to Tenant, to disburse the Escrow Funds to Landlord, and within five (5) days or after December 31such written direction, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that disburse the Escrow Property has been released by it Funds to Landlord, which Escrow Funds Landlord shall use and apply in accordance with this Section 2.3(c)44 of the Lease thereof. It any portion of the Escrow funds are so used or applied, Landlord shall notify Tenant, in writing, with a copy to Escrow Agent, of the amounts so used or applied and Tenant shall, within five (5) days after such notice, deposit with Escrow Agent an amount sufficient to restore the Escrow Funds to the same amount as prior to such Event of Default.

Disbursements. (a) Notwithstanding anything to the contrary herein provided, Subscription Proceeds held pursuant to this Agreement shall be disbursed to the Company and Shares may be issued by the Company to the Subscribers only at the same time as or after: (i) The Escrow Agent is directed has received a signed representation from the Company, stating that the requirements of Rule 419 (17 CFR 230.419) have been met; and (ii) Consummation of an acquisition meeting the requirements of paragraph (e)(2)(iii) of Rule 419 has occurred, as evidenced by a written statement to and shall distribute that effect delivered by the Company to the Escrow Property in Agent, upon which the Escrow Agent shall rely conclusively and without further inquiry. (iii) Notwithstanding anything to the contrary herein provided, under the terms of the Offering the Company must satisfy the following manner: (a) conditions, which shall be evidenced to the Escrow Agent by the Company causing to be delivered to the Escrow Agent a written certificate executed on behalf of the Company by a duly authorized officer stating that: Each Subscriber has been provided no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to the Company’s registration statement, as filed with the Securities and Exchange Commission to notify the Company in writing that such Subscriber elected to reaffirm his Subscription and remain a Subscriber. Promptly after the effective date of the post-effective amendment to which reference is made above, the Company shall provide written notice of such effective date to the Escrow Agent. If the Escrow Agent shall have has not received a such written certificate from the Issuer in Company by such 45th business day following the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”)effective date of such post-effective amendment, executed all Subscription Proceeds, plus all earnings thereon, if any, held by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with pursuant to the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date terms of this Agreement shall be no later than December 30sent by first class mail or other equally prompt means to such Subscriber within five business days thereafter. (iv) If a consummated acquisition(s) meeting the requirements of this section, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or as contemplated by clause (ii) on above has not occurred by the next Business Day if date which is 18 months after the effective date of the initial registration statement, Subscription Proceeds, plus all earnings thereon, held pursuant to this Agreement shall be returned by first class mail to all Subscribers within five business days thereafter. Promptly following the effective date of the initial registration statement, as contemplated by the preceding sentence, the Company shall provide written notice of such effective date to the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateAgent. (b) If At such time as the Escrow Agent shall have has received a certificate written notice from the Issuer in Company that any Subscription Proceeds have been received by the form attached hereto as Exhibit C (Company and delivered to the “Redemption Release Certificate”)Escrow Agent, executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer shall, subject to the Paying receipt of such Subscription Proceeds, disburse all Subscription Proceeds then held by the Escrow Agent all Escrow Property and any earnings thereon to the account of the Company in accordance with written directions provided by the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day)Company, which requested disbursement date written directions shall be no earlier than contain a representation (i) the day on upon which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (iimay rely conclusively and without inquiry) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee stating that the Escrow Property has requirements of Rule 419(e) have been released by it in accordance with the Redemption Release Certificatemet, and thereupon this Agreement (except as otherwise provided herein) shall terminate. (c) If there is any Escrow Property in have been no funds deposited with the Escrow Account Agent on or after December 31before _____, 2013 then20__ ( the “Termination Date”) and the Company has not theretofore notified the Escrow Agent in writing of an extension of the Offering, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, then the Escrow Agent shall liquidate and transfer terminate this Agreement. SunTrust Bank Escrow Services Subscription Escrow 5.2014 (d) The Company shall provide a copy of this Agreement to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)each Subscriber.

Disbursements. The Escrow Agent Upon the occurrence and during the continuance of a Cash Trap Event Period, Lender or Servicer, on behalf of Lender, shall, on each Monthly Payment Date and provided no Event of Default has occurred and is directed to continuing withdraw all funds, if any, on deposit in the Cash Management Account (other than the Minimum Account Balance) and shall distribute the Escrow Property disburse such funds in the following mannerorder of priority: (ai) If First, the Escrow Agent monthly amount required to be deposited pursuant to the Loan Agreement for the payment of Taxes shall have received a certificate from the Issuer be deposited in the form attached hereto Tax Subaccount; (ii) Second, the monthly amount required to be deposited pursuant to the Loan Agreement for the payment of Insurance Premiums shall be deposited in the Insurance Subaccount; (iii) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited in the Debt Service Subaccount; (iv) Fourth, funds sufficient to pay the Debt Service due on such Monthly Payment Date shall be deposited in the Debt Service Subaccount; (v) Fifth, funds sufficient to pay the FF&E Reserve Monthly Deposit shall be deposited in the FF&E Reserve Subaccount; (vi) Sixth, funds sufficient to pay the PIP Reserve Monthly Deposit shall be deposited in the PIP Reserve Subaccount; (vii) Seventh, funds sufficient to pay any other amounts then due and payable under the Loan Documents (without duplication of other amounts payable pursuant to this subsection (b)), if any, shall be deposited with or as Exhibit B-1 directed by Lender; (viii) Eighth, funds sufficient to pay the Monthly Operating Expense Amount shall be disbursed to Borrower; and (ix) Ninth, all amounts remaining in the Cash Management Account after deposits for items (i) through (viii) above (“Anticipated Consummation Release CertificateExcess Cash Flow”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (deposited into the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateExcess Cash Flow Subaccount. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent On each Payment Date, provided no Event of Default has occurred and is directed continuing, and subject to and Section 9.4.2, Lender shall distribute the Escrow Property in the following manner: (a) If the Escrow Agent shall have received a certificate transfer from the Issuer in the form attached hereto as Exhibit B-1 Deposit Account (the “Anticipated Consummation Release Certificate”or authorize such transfer), executed by one of to the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreementextent available therein, then the Escrow Agent shall liquidate, release and deliver all Escrow Property payments in accordance with the instructions following priorities: (1) First, upon the commencement and on during the date requested therein continuance of a Tax, Insurance and Ground Lease Escrow Period, payments to the Tax, Insurance and Ground Lease Escrow Account in the amount required to be reserved pursuant to Section 9.3; (or2) Second, if such requested date is not a Business Day, on payments to Lender to pay the following Business Day)Monthly Debt Service Payment Amount, which requested disbursement date amount shall immediately be no later than December 30available and payable to Lender; (3) Third, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to Borrower in an amount equal to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer Operating Expenses in accordance with the Anticipated Consummation Release Annual Budget for the month immediately prior to the month in which such Payment Date occurs; provided that Borrower shall have delivered to Lender an Officer's Certificate, dated no less than five (5) days prior to such Payment Date, that there is not outstanding for more than sixty (60) days any amounts claimed by any creditor to be due and owing from Borrower (except for claims Borrower is in good faith contesting and the payment for which Borrower has escrowed with Lender), and that the amounts disbursed to Borrower pursuant to this clause (c) shall be used by Borrower solely to pay its creditors; provided further that Borrower shall have the right, by notice given to Lender not later than the sixth (6th) Business Day prior to the Payment Date, to request an additional amount to pay Operating Expenses in excess of the budgeted amount with respect to the Mortgaged Properties, up to one hundred five percent (105%) of the budgeted amount on a cumulative year-to-date basis (less any amounts previously received by Borrower pursuant to this proviso in any prior month during such year), but in no event shall such additional amount exceed more than fifteen percent (15%) of such month's budgeted amount for Operating Expenses; such notice by Borrower shall be accompanied by an Officer's Certificate certifying that the additional amount requested is required to pay Operating Expenses in excess of those budgeted; (4) Fourth, to the Capital Reserve Account, the amount equal to one-twelfth (1/12th) of the product of $0.10 multiplied by 834,720 (the usable square footage of the Mortgaged Properties); (5) Fifth, during any Low Debt Service Trigger Period, all amounts remaining after payment of the items set forth in clauses (1) through (4) above shall be disbursed to the Debt Service Account. (b6) If Sixth, from and after the Escrow Agent shall have received a certificate Anticipated Prepayment Date payments for extraordinary Capital Expenditures approved in writing by Lender; (7) Seventh, from and after the Issuer in Anticipated Prepayment Date payments to Lender to prepay the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one outstanding principal of the authorized signatories listed on Exhibit E-1 Note until such principal amount is paid in full; (8) Eighth, from and after the Anticipated Prepayment Date payments to this Agreement, then the Escrow Agent shall liquidate and transfer Lender to be applied to the Paying Agent all Escrow Property in accordance with payment of accrued and unpaid Additional Interest; (9) Ninth, payments to Lender to pay any interest at the instructions Default Rate due and on owing under the date requested therein Loan Documents and any other amounts due under the Loan Documents; and (or10) Tenth, if such requested date is not a Business Dayprovided no Event of Default exists, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Dayto Borrower or any Person designated by Borrower, or such Person as may be lawfully entitled thereto, provided that in Lender's sole discretion, Lender may permit a distribution under this clause (ii10) on notwithstanding the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificateoccurrence of an Event of Default. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If At least three Business Days prior to the due date of any of the first four scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (a "COMPANY ORDER"), direct the Trustee to release from the Escrow Agent shall have received a certificate from Account and pay to the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes on behalf of the Issuer listed proceeds sufficient to provide for payment in full of such interest then due on Exhibit E-1 the Notes. Upon receipt of a Company Order, the Trustee will take any action necessary to this Agreement, then provide for the Escrow Agent shall liquidate, release and deliver all Escrow Property payment of the interest on the Notes in accordance with the instructions Company Order and the payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Escrow Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Pledged Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Pledgor makes any interest payment or portion of an interest payment for which the Pledged Collateral is security from a source of funds other than the Escrow Agent Account ("OTHER FUNDS"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to a Company Order to release to the Pledgor or to another party at the direction of the Pledgor (the "PLEDGOR'S DESIGNEE") proceeds from the Escrow Account in an amount less than or equal to the amount of Other Funds applied to such interest payment. Upon receipt by the Trustee of such Company Order and provided the Trustee has received such interest payment, if no Default or Event of Default (as defined in the Indenture) shall have received occurred and be continuing, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Escrow Account as soon as practicable. Concurrently with any release of funds to the Pledgor pursuant to this Section 4(b), the Pledgor shall deliver to the Trustee a certificate signed by an officer of the Pledgor stating that the Pledgor has made the interest payment from a source of funds other than the Issuer Escrow Account, and that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or the Certificate of Incorporation or the By-laws of the Pledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any Lien on any assets of the authorized signatories listed on Exhibit E-1 to this Pledgor, except for the security interest granted under the Pledge Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If at any time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first four scheduled interest payments due on all of the outstanding Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or to any Pledgor's Designee. Upon receipt of a Company Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceed the amount required to be held in the Escrow Account), if no Default or Event of Default (as defined in the Indenture) shall have occurred and be continuing, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, any such excess amount. (d) Upon payment in full of the Obligations, or if the Company shall become obligated under the Indenture to redeem all of the outstanding Notes and such Notes shall have been redeemed, then, if no Default or Event of Default (as defined in the Indenture) shall have occurred and be continuing, the security interest in the Pledged Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Pledged Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, upon the release of any Pledged Collateral from the Escrow Account in accordance with the terms of this Pledge Agreement, whether upon release of Pledged Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Pledged Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of the first four scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Company Order) as to whether such interest payment will be made pursuant to Section 4(a) or 4(b) and the respective amounts of interest that will be paid from the Escrow Account and from Other Funds. Any Other Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If no such notice is given or such Other Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) as if it had received a Company Order pursuant thereto for the payment in full of the interest then due from the Escrow Account. (f) The Trustee shall liquidate Pledged Collateral in the Escrow Account (pursuant to written instructions from Pledgor) in order to make any scheduled payment of interest unless there is any Escrow Property are sufficient funds in the Escrow Account on or after December 31such interest payment date. (g) Nothing contained in Section 1, 2013 thenSection 3, notwithstanding any objectionthis Section 4, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) Section 11 or any other person provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue Entitlement Orders with respect to any Security Entitlement to the contraryPledged Securities or any Securities Account in which any such Security Entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor rights to of any such Security Entitlement or (ii) except as otherwise specified under this Agreement (or required by applicable law) give rise to any other rights of the Pledgor with respect to the Paying Agent all Escrow Property on January 3Pledged Securities, 2014. The Escrow Agent shall confirm any Security Entitlement thereto or any Securities Account in writing to which any such Security Entitlement may be carried (except as expressly provided in Sections 4(a), (b) and (c) hereof) of the Trustee in its capacity as such (and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(cnot as a securities intermediary).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Subject to subsection (d) below, the Escrow Agent shall have received a certificate from hold the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Escrow Property and all interest accrued thereon and shall dispose of the authorized signatories same only in accordance with the following provisions: (i) Upon receipt of a written notice from <Name Redacted> that the events described in Section 1.8(b) of the Issuer listed on Exhibit E-1 to this AgreementPurchase Agreement have occurred, then the Escrow Agent shall liquidate, release and deliver all to <Name Redacted> cash equal to the remaining balance of the Escrow Property (including any accrued interest); (ii) Upon receipt of a joint written notice from <Name Redacted> and the Company that the events described in Section 1.8(c) of the Purchase Agreement have occurred, the Escrow Agent shall deliver to the Company cash equal to the Release Amount, which Release Amount shall be specified in such joint written notice; (iii) upon receipt of a joint written notice from the Company and <Name Redacted> that the Company is entitled to the First Milestone Monthly Allowance in accordance with Section 1.6 of the Purchase Agreement, the Escrow Agent shall deliver the First Milestone Monthly Allowance to the Company, which is cash equal to $500,000 or if the balance on deposit in the Escrow Account is less than $500,000 (including any accrued interest) such lesser amount; (iv) upon receipt of a joint written notice from the Company and <Name Redacted> that the Company is entitled to the Second Milestone Monthly Allowance in accordance with Section 1.4. of the Purchase Agreement, the Escrow Agent shall deliver the Second Milestone Monthly Allowance to the Company, which is cash equal to $250,000 or if the balance on deposit in the Escrow Account is less than $250,000 (including any accrued interest) such lesser amount; (v) upon receipt of a written notice from <Name Redacted> stating (1) that the Company failed to pay when due the cash portion of the Holder Redemption Amount (as defined in the Debenture) under Section 5(a) – (f) of the Debenture and/or the Stock Replacement Payment (as defined in the Debenture) and (2) the dollar amount thereof, the Escrow Agent shall deliver to <Name Redacted> cash equal to the lesser of such amount and the remaining balance of the Escrow Property (including any accrued interest); (vi) upon receipt of a written notice from <Name Redacted> stating (1) that the Company failed to pay when due cash payments due under Sections 1(d), 5(g) or 5(h) of the Debenture and (2) the dollar amount thereof, the Escrow Agent shall deliver to <Name Redacted> cash equal to the lesser of such amount and the remaining balance of the Escrow Property (including any accrued interest); (vii) upon receipt of a written notice from <Name Redacted> that <Name Redacted> has exercised its right under Section 1.6(f) of the Purchase Agreement to require the Company to use the remaining balance of the Escrow Property to prepay a corresponding amount of the Debentures that is then outstanding, the Escrow Agent shall deliver to <Name Redacted> cash equal to the remaining balance of the Escrow Property (including any accrued interest); (viii) upon receipt of a written notice from <Name Redacted> that <Name Redacted> has exercised its right under Section 1.7 of the Purchase Agreement to require the Company to use the remaining balance of the Escrow Property to prepay a corresponding amount of the Debentures that is then outstanding, the Escrow Agent shall deliver to <Name Redacted> cash equal to the remaining balance of the Escrow Property (including any accrued interest); (ix) upon receipt of a written notice from <Name Redacted> that (1) that an Event of Default has occurred and is continuing under the Debentures, (2) identifying each Debenture held by <Name Redacted> (each an “Accelerated Debenture” and together the “Accelerated Debentures”) for which all amounts due thereunder (including accrued and unpaid interest, fees or charges) have been declared due and payable, and (3) stating the aggregate amount due and payable under the Accelerated Debentures (including interest, fees and charges), the Escrow Agent shall deliver to <Name Redacted> cash equal to the lesser of the remaining Escrow Property (including any accrued interest) and the amount due and payable under the Accelerated Debentures; (x) upon receipt of a written notice from the Company stating (1) that no amounts are presently due and owing to <Name Redacted> under the Debenture and (2) the aggregate outstanding principal amount of the Debenture plus accrued and unpaid interest thereon and all other amounts due and owing to <Name Redacted> under the Transaction Documents as of the date of the notice (the “Outstanding Amounts”) is less than the balance of the Escrow Property, the Escrow Agent shall deliver to the Company cash equal to the difference between the remaining balance of the Escrow Property (including any accrued interest) and the Outstanding Amounts; and (xi) upon a joint written direction signed by the Parties, the Escrow Agent shall disburse the Escrow Property, or the appropriate portion thereof, in accordance with the instructions written direction. (b) Any notice given by a Party to the Escrow Agent under subsection (a) above shall include the relevant dollar amount related to that notice and on shall also be given to the date requested therein other Party simultaneously and by the same means of delivery. (or, if such requested date c) The Escrow Agent’s sole duty is not a Business Day, on the following Business Day), which requested disbursement date to accept notice under subsection (a) and shall have no duty to determine nor shall be liable to ascertain the validity of the claims of <Name Redacted> or the Company under subsection (a). In any case under subsection (a) in which Escrow Agent is to receive instructions to release, the Escrow Agent shall be entitled to entirely rely on such instructions with no later than December 30responsibility to calculate or confirm amounts or percentages to release. (d) The Escrow Agent shall disburse any Escrow Property eight (8) business days after receiving notice under subsection (a) unless it receives written notice pursuant to Subsection (e) hereto, 2013 upon which subsection (e) shall govern. (e) To the “Redemption Deadline”extent that the non-requesting Party objects in good faith to any request for payment, such Party must deliver a written objection notice, stating the basis for such objection, to the Escrow Agent and the other Party within five (5) business days after receipt of the notice requesting payment and no earlier than such objection shall be resolved in accordance with Section 3.5 hereof. (f) The Escrow Agent shall deliver the applicable portion of the Escrow Property at the election of the Party entitled to receive the same by (i) the day on which the a good, unendorsed check of Escrow Agent receives payable to the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Dayorder of such Party, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and bank wire transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if an account designated by such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateParty. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent Upon the occurrence and during the continuance of a Cash Trap Event Period, Lender or Servicer, on behalf of Lender, shall, on each Monthly Payment Date and provided no Event of Default has occurred and is directed to continuing withdraw all funds, if any, on deposit in the Cash Management Account (other than the Minimum Account Balance) and shall distribute the Escrow Property disburse such funds in the following mannerorder of priority: (ai) If First, the Escrow Agent monthly amount required to be deposited pursuant to the Loan Agreement for the payment of Taxes shall have received a certificate from the Issuer be deposited in the form attached hereto Tax Subaccount; (ii) Second, the monthly amount required to be deposited pursuant to the Loan Agreement for the payment of Insurance Premiums shall be deposited in the Insurance Subaccount; (iii) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited in the Debt Service Subaccount; (iv) Fourth, funds sufficient to pay the Debt Service due on such Monthly Payment Date shall be deposited in the Debt Service Subaccount; (v) Fifth, funds sufficient to pay the FF&E Reserve Monthly Deposit shall be deposited in the FF&E Reserve Subaccount; (vi) Sixth, funds sufficient to pay the PIP Reserve Monthly Deposit shall be deposited in the PIP Reserve Subaccount; (vii) Seventh, funds sufficient to pay any other amounts then due and payable under the Loan Documents (without duplication of other amounts payable pursuant to this subsection (b)), if any, shall be deposited with or as Exhibit B-1 directed by Lender; (viii) Eighth, funds sufficient to pay the Monthly Operating Expense Amount shall be disbursed to Borrower; (ix) Ninth, beginning on the Monthly Payment Date occurring in January 2021 and continuing until the Replenishment Date, fifty percent (50%) of all amounts remaining in the Cash Management Account after deposits for items (i) through (viii) above shall be deposited in the FF& Reserve Subaccount and credited towards the Replenishment Cap (the “Anticipated Consummation Release CertificateReplenishment Payment”); and (x) Tenth, all amounts remaining in the Cash Management Account after deposits for items (i) through (ix) above (“Excess Cash Flow”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (deposited into the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateExcess Cash Flow Subaccount. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Issuer will notify the Borrower and the Administrative Agent is directed promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (the "Disbursement Date") such payment shall be made (each such payment, a "Disbursement"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall distribute make such payment to the Escrow Property in beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York time, on the following manner: (a) If Disbursement Date if the Escrow Agent Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent for the account of the Issuer, for all amounts that such Issuer has disbursed under such Letter of Credit, together with interest thereon at a certificate rate per annum equal to the rate per annum then in effect for ABR Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 2.5 for the period from the Issuer in Disbursement Date through the form attached hereto as Exhibit B-1 (date of such reimbursement; provided that the “Anticipated Consummation Release Certificate”)Borrower may, executed by one of subject to the authorized signatories of the Issuer listed on Exhibit E-1 conditions to this Agreementset forth herein, then the Escrow Agent shall liquidate, release and deliver all Escrow Property request in accordance with Section 2.2 that such payment be financed with a ABR Loan in an equivalent amount and, to the instructions and on extent so financed, the date requested therein (or, if Borrower's obligation to make such requested date is not a Business Day, on the following Business Day), which requested disbursement date payment shall be no later than December 30discharged and replaced by the resulting Advance. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, 2013 (the “Redemption Deadline”) Borrower hereby acknowledges and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day agrees that is not a Business Day; provided that upon the request of it shall be obligated to reimburse the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer upon each Disbursement of a Letter of Credit, and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (i) whether the day account party on which such Letter of Credit is the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on Borrower or a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(cSubsidiary).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Issuer in Pledge Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will release funds in an amount sufficient to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions Company Order and the payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a certificate source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of such Issuer Order and provided the Trustee has received such interest payment, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the form attached hereto Pledge Account as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatesoon as practicable. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first six scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or to such other party as the Pledgor may direct. Upon receipt of an Issuer Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceeds the amount required to be held in the Pledge Account) the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, any such excess amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes, the security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, upon the release of any Collateral from the Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 4(a) or 4(b) and the respective amounts of interest that will be paid from the Pledge Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10 a.m. on such interest payment date. If no such notice is given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledge Account. (f) The Trustee shall liquidate Collateral in the Pledge Account (pursuant to written instructions from Pledgor) in order to make any scheduled payment of interest unless there are sufficient funds in the Pledge Account on or after December 31such interest payment date. (g) Nothing contained in Section 1, 2013 thenSection 3, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) this Section 4 or any other person provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the contraryPledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of Pledgor with respect to the Paying Agent all Escrow Property on January 3Pledged Securities, 2014any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 4(a), (b) and (c) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Escrow Agent shall confirm in writing Pledgor acknowledges, confirms and agrees that the Trustee is an entitlement holder of the security entitlements to the Pledged Securities solely as Trustee for the Holders of the Notes and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and Trustee shall distribute hold the Escrow Property assets in the following manner------------- Cash Collateral Account and the Collateral Investments Account and release the same, or a portion thereof, only as follows: (a) If At least one Business Day prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "Issuer Order"), direct the ------------ Trustee to release from the Issuer Cash Collateral Account and/or liquidate Collateral in the form attached hereto as Exhibit B-1 (Collateral Investments Account, and pay to the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes; provided that in the event Collateral is required to be liquidated, the Pledgor will give the Trustee at least three Business Days notice. Upon receipt of an Issuer Order, the Trustee will take any action necessary to provide for the payment of the Issuer listed interest on Exhibit E-1 the Notes to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Holders of the Notes in accordance with the instructions payment provisions of the Indenture from (and to the extent of) proceeds of the Escrowed Funds in the Cash Collateral Account or the Collateral Investments Account, as the case may be. Nothing in this Section 7 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Cash Collateral Account or the Collateral Investments Account ("Pledgor ------- Funds"), the Pledgor may, after payment in full of such interest payment or ----- portion thereof from proceeds of the Collateral or such Pledgor Funds or both, direct the Trustee to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Cash ------------------ Collateral Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of an Issuer Order by the Trustee, the Trustee shall have received pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Cash Collateral Account or the Collateral Investments Account, as the case may be. Concurrently with any release of funds to the Pledgor pursuant to this Section 7(b), the Pledgor shall deliver to the Trustee a certificate from signed by an officer of the Issuer Pledgor stating that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or the Certificate of Incorporation or the By-laws of the Pledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any Lien on any assets of the authorized signatories listed on Exhibit E-1 to this Pledgor, except for the security interest granted under the Pledge Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person At least one Business Day prior to the contrarydue date of any of the first six scheduled interest payments on the Notes, the Escrow Agent shall liquidate and transfer Pledgor covenants to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to give the Trustee and the Issuer that the Escrow Property has been released (by it in accordance with this Section 2.3(c).Issuer

Disbursements. (a) The Escrow Agent is directed to and shall distribute the Escrow Property amounts in the following mannerMerger Account from time to time shall be released and disbursed by the Paying Agent in the manner and under the circumstances hereinafter specified: (ai) If At any time following receipt of the Escrow Merger Deposit, the Paying Agent shall have pay or cause to be paid to each Shareholder from whom it has received a certificate from properly executed Merger Payment Statement the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one portion of the authorized signatories of the Issuer listed on Exhibit E-1 Merger Deposit payable to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property such Shareholder as set forth in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or Schedule A. (ii) on In no event shall the next Business Day if the Escrow Paying Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request disburse any amount of the Issuer delivered simultaneously with Merger Deposit allocable to a Shareholder until it receives from such Shareholder a Merger Payment Statement duly signed and otherwise in proper form. (iii) Any payment to be made to a Shareholder by the Anticipated Consummation Release Certificate Paying Agent out of the Escrow Agent will not liquidate Merger Fund shall be made as instructed by such Shareholder in such Shareholder's Merger Payment Statement. 105 (iv) At any time after one year from the Escrow Property but instead distribute the Escrow Property date hereof, Brigxx, xx notice to the Issuer in-kind. The Escrow Paying Agent, may require the Paying Agent shall confirm to pay the remaining portion of the Merger Fund to GPP as provided in writing to Section 2.5(c) of the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateMerger Agreement. (b) If the Escrow Agent shall have received a certificate from the Issuer The amounts in the form attached hereto as Exhibit C Earnout Account from time to time shall be released and disbursed by the Paying Agent in the manner and under the circumstances hereinafter specified: (the “Redemption Release Certificate”), executed by one i) Following calculation of the authorized signatories listed on Exhibit E-1 to this AgreementEarnout, then the Escrow Agent Representative shall liquidate and transfer deliver to the Paying Agent all Escrow Property a notice (the "Earnout Notice") which sets forth the name of each Shareholder and the portion of the Earnout Deposit payable to each Shareholder. Following receipt of the Earnout Notice and the Earnout Deposit, and provided the Paying Agent has received a properly executed Merger Payment Statement from a Shareholder, the Paying Agent shall disburse to such Shareholder the amount set forth in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or Earnout Notice. (ii) on Any payment to be made to a Shareholder by the next Business Day if Paying Agent out of the Escrow Agent receives Earnout Fund shall be made as instructed by such Shareholder in such Shareholder's Merger Payment Statement. (iii) At any time after one year from the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing date of receipt of the Earnout Deposit by the Paying Agent, Brigxx, xx notice to the Issuer and Paying Agent, may require the Trustee that Paying Agent to pay the Escrow Property has been released by it remaining portion of the Earnout Fund to GPP as provided in accordance with Section 2.5(c) of the Redemption Release CertificateMerger Agreement. (c) If there is any Escrow Property The amounts in the Escrow Option Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived shall be released and disbursed by the Issuer) or any other person to Paying Agent in the contrarymanner and under the circumstances set forth herein. Following the calculation of the aggregate Option Payments, the Escrow Agent Representative shall liquidate and transfer deliver to the Paying Agent all Escrow Property on January 3a notice (the "Option Notice") which sets forth the name and address of each Option Holder and the portion of the Option Deposit payable to each Option Holder. Following receipt of the Option Deposit, 2014. The Escrow the Paying Agent shall confirm disburse to such Shareholder the amount set forth in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)Option Notice.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If the Escrow Agent shall have received a certificate from the Issuer notice (a “Claim Notice”) in the form attached hereto as of Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 A-1 to this Escrow Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not send a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request copy of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Claim Notice to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateCompany. (b) If the Escrow Agent shall have received Company does not deliver a certificate from notice (the Issuer “Dispute Notice”) in the form attached hereto as of Exhibit C A-2 to this Escrow Agreement, within thirty (30) days from the “Redemption Release Certificate”), executed by one date the Escrow Agent sent a copy of the authorized signatories listed on Exhibit E-1 Claim Notice to this Agreementthe Company, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property disburse in accordance with instructions from the instructions and on Representatives the date requested therein (or, if such requested date is not a Business Day, on amount set forth in the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateClaim Notice. (c) If there is any Escrow Property the Dispute Notice states that the Company disputes the claim set forth in the Escrow Account on Claim Notice in whole or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contraryin part, the Escrow Agent shall liquidate disburse in accordance with instructions from the Representative any amount which is not in dispute and transfer shall retain the balance of the amount claimed in the Claim and shall not make any further disbursement of the amount in dispute until it received written instructions signed by the Company and the Representatives. (d) If the Escrow Agent shall receive notice (the “Final Notice”) in the form of Exhibit A-3 to this Agreement from the Company at any time after [ , 2022], which is twelve months from the date of this Escrow Agreement, the Escrow Agent shall disburse to the Paying Company the amount held in the Escrow Account in excess of the amount in dispute pursuant to Section 1.3(c), which retained amount shall not be disbursed until receipt of joint written instructions from the Company and the Representatives, as provided therein. The Claim Notice, the Dispute Notice and the Final Notice are collectively referred to as “Written Directions” and each a “Written Direction.” WTNA – Form of Escrow Agreement (12/2020) 2 (e) In the event that Escrow Agent all makes any payment to any other party pursuant to this Escrow Property on January 3Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, 2014. declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it/ (f) The Escrow Agent shall confirm shall, in writing its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Trustee Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Issuer Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (g) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of the Company, any individual designated by the Company on Exhibit B-1 hereto or, in the case of the Representatives, any individual designated by the Representatives on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 1.5. (h) Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (i) A party may specify in a Written Direction whether the Escrow Property shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Escrow Agent. (j) If none of the Escrow Property has been released by it disbursed within 15 months from the date hereof, other than with respect to funds the disposition of which is in dispute between the Company and the Representative, Escrow Agent shall be entitled, at its sole discretion, to return the Escrow Property to [the Company after which this Escrow Agreement shall terminate in accordance with this Section 2.3(c)1.7 below.

Disbursements. The Escrow Collateral Agent is directed to and shall distribute hold the Escrow Property Collateral in the following mannerCollateral Account and release the same, or a portion thereof, only as follows: (a) If Prior to each of the Escrow first eight scheduled interest payments on the Notes, the Collateral Agent shall have received a certificate release from the Issuer in Collateral Account and pay to the form attached hereto as Exhibit B-1 (Trustee for the “Anticipated Consummation Release Certificate”)benefit of, executed by one and payment to, the Holders of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions and provisions of the Indenture an amount sufficient to pay the interest due on the Notes on such interest payment date requested therein (or, if such requested date is not a Business Day, and will take any action necessary to provide for the payment of the interest on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Notes to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer Holders in accordance with the Anticipated Consummation Release Certificatepayment provisions of the Indenture from (and to the extent of) proceeds of the Collateral in the Collateral Account. Nothing in this Section 6 shall affect the Collateral Agent's rights to apply the Collateral to the payments of amounts due on the Notes upon acceleration thereof. (b) If If, prior to the Escrow Agent shall have received a certificate from date on which the Issuer eighth scheduled interest payment on the Notes is due: (i) an Event of Default under the Notes occurs and is continuing and (ii) the Trustee or the Holders of 25% in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one aggregate principal amount of the authorized signatories listed on Exhibit E-1 Notes accelerate the Notes by declaring the principal amount of the Notes to this Agreement, then the Escrow Agent shall liquidate be immediately due and transfer to the Paying Agent all Escrow Property payable in accordance with the instructions provisions of the Indenture, except for the occurrence and on continuance of an Event of Default under Section 6.01(6) and (7) of the date requested therein (orIndenture, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on upon which the Escrow Agent receives Notes will be accelerated automatically pursuant to the Redemption Release Certificate if Indenture, then the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Collateral Agent shall confirm in writing promptly, subject to applicable bankruptcy laws, release the proceeds from the Collateral Account and pay to the Issuer Trustee for the benefit of, and payment to, the Trustee that Holders of the Escrow Property has been released by it Notes in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in provisions of the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice Indenture. Distributions from the Issuer (each Collateral Account shall be applied, for the ratable benefit of which are hereby waived by the Issuer) or any other person to the contraryHolders, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).as follows:

Disbursements. The Escrow Collateral Agent is directed to and shall distribute hold the Escrow Property Collateral in the following mannerEscrowed Interest Account and release the same, or a portion thereof, only as follows: (a) If At least five Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first nine scheduled interest payments on the Notes from the Issuer Issue Date through August 1, 1999 (or one Business Day in the form attached hereto as Exhibit B-1 (case of the “Anticipated Consummation Release Certificate”first such interest payment), the Pledgor may, pursuant to written instructions executed by one the Pledgor (an "Issuer Order"), direct the Collateral Agent to release from the Escrowed Interest Account and pay to the Holders proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Collateral Agent will take any action necessary to provide for the payment of the authorized signatories of interest on the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions payment provisions of the Indenture to the Holders from (and to the extent of) the Pledged Securities, Escrowed Funds and proceeds thereof in the Escrowed Interest Account. Nothing in this Section 7 shall affect the Collateral Agent's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Escrowed Interest Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment or portion thereof from proceeds of the Collateral or such Pledgor Funds or both, direct the Collateral Agent to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee"), net of any costs, fees or expenses (such as breakage fees) incurred to permit such release, proceeds from the Escrowed Interest Account in an amount less than or equal to the amount of Pledgor Funds appropriately applied to such interest payment so that there remains in the Escrowed Interest Account an amount at least sufficient to pay in full, after receipt of scheduled interest and principal payments on Pledged Securities, in the written opinion of an Independent Financial Advisor (which written opinion shall accompany any Issuer Order), the remaining of the first nine interest payments due on the Notes. Upon receipt of an Issuer Order and the related written opinion of such Independent Financial Advisor by the Collateral Agent, the Collateral Agent shall have received pay over to the Pledgor or the Pledgor's Designee, as the case may be, the appropriate requested amount from proceeds in the Escrowed Interest Account. Immediately prior to any release of funds to the Pledgor pursuant to this Section 7(b), Section 7(d)or Section 7(g), the Pledgor shall deliver to the Collateral Agent a certificate from signed by an officer of the Issuer Pledgor stating that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or the Certificate of Incorporation of the Pledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any security interest in or lien on any assets of the authorized signatories listed on Exhibit E-1 to Pledgor, except for the security interests granted under this Escrow and Security Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is At least five Business Days prior to the due date of any Escrow Property of the first nine scheduled interest payments on the Notes (or one Business Day in the case of the first such interest payment), the Pledgor covenants to give the Collateral Agent (by Issuer Order) notice as to whether payment of interest will be made pursuant to Section 7(a) or 7(b) and as to the respective amounts of interest that will be paid pursuant to Section 7(a) or 7(b). If no such notice is given by such fifth Business Day (or one Business Day in the case of the first such interest payment) prior to the respective first nine scheduled interest payments on the Notes, the Collateral Agent will act pursuant to Section 7(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due. (d) If Pledgor has optionally redeemed Notes with the net proceeds of a Primary Offering, the Pledgor may, pursuant to an Issuer Order, direct the Collateral Agent to release to Pledgor or any Pledgor's Designee proceeds from the Escrowed Interest Account in an amount which bears the same proportion to the aggregate value of the Escrowed Interest Account immediately prior to the release of such proceeds as the aggregate principal amount of the Notes so redeemed by Pledgor bears to the aggregate principal amount of the Notes outstanding immediately prior to such redemption, net of any costs, fees or expenses (such as breakage fees) incurred to permit such release, so that there remains in the Escrowed Interest Account an amount sufficient to pay in full, after receipt of scheduled interest and principal payments on Pledged Securities, in the written opinion of an Independent Financial Advisor (which written opinion shall accompany any Issuer Order) the remaining of the first nine interest payments due on the Notes. Immediately prior to any release of funds to the Pledgor pursuant to this Section 7(d), the Pledgor shall deliver any and all certificates described in and pursuant to Section 7(b). (e) Upon the occurrence and after the continuation of an Event of Default, the Collateral Agent in its sole and absolute discretion may apply any or all Collateral, including the Escrowed Funds and the Pledged Securities, to the payment of all Obligations and any and all principal of and interest and expenses on the Notes, in accordance with the terms and provisions of Section 14. (f) Upon payment in full of the first nine scheduled interest payments on the Notes in a timely manner, and if no Event of Default has occurred and is continuing, the security interest in the Collateral evidenced by this Escrow and Security Agreement will automatically terminate and be of no further force and effect and the Collateral remaining, if any, shall promptly be paid over and transferred to the Pledgor or Pledgor Designee. Furthermore, upon the release of any Collateral from the Escrowed Interest Account in accordance with the terms of this Escrow and Security Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Escrow and Security Agreement in such released Collateral will automatically terminate and be of no further force and effect. (g) If on the Effective Date the total of the Escrowed Funds and the Pledged Securities exceed the amount sufficient to pay in full, after receipt of scheduled interest and principal payments on the Pledged Securities, in the written opinion of the Independent Financial Advisor delivered to the Collateral Agent, the remaining of the first nine scheduled interest payments due on the Notes, and no Event of Default has occurred and shall be continuing, the Pledgor may, on the Effective Date only, pursuant to an Issuer Order, direct the Collateral Agent to release from the Escrowed Interest Account any such overfunded amount of the Escrowed Funds (existing on the Effective Date) to the Pledgor, net of any costs, fees and expenses (such as brokerage fees) incurred to permit such release, so that there remains in the Escrowed Interest Account an amount at least sufficient to pay in full, after receipt of scheduled interest and principal payments on the Pledged Securities, in such written opinion of the Independent Financial Advisor, the remaining of the first nine scheduled interest payments due on the Notes. Immediately prior to any release of such funds to the Pledgor pursuant to this Section 7 (g), the Pledgor shall deliver any and all certificates described in and pursuant to Section 7(b). Upon receipt of the foregoing certificates, Issue Order and opinion, the Collateral Agent shall pay over to the Pledgor, on the Effective Date, such overfunded amounts, net of such costs, fees or after December 31expenses. (h) The Collateral Agent may, 2013 thenbut shall not be required to, notwithstanding liquidate any objectionEscrowed Funds or Pledged Securities, claimin whole or in part, demand in order to make any scheduled payment of interest or any release or other notice from the Issuer (each required payment hereunder and shall not be responsible for any loss, cost or expense, including any breakage fee, diminution in principal or penalty in connection therewith, all of which are hereby waived loss, cost or expense shall be borne solely by the IssuerPledgor. (i) Nothing contained in Section 1, Section 5, this Section 7 or any other person provision of this Escrow and Security Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the contraryEscrowed Funds, the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of Pledgor with respect to the Escrowed Funds, the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Escrow and Security Agreement as the beneficial owner of Collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 7(a) - (g) hereof) of the Collateral Agent in its capacity as such (and not as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Collateral Agent holds a security entitlement to the Escrowed Funds and the Pledged Securities, as applicable, solely as collateral agent for the Holders and not as a securities intermediary. (j) The Collateral Agent shall make any distribution from the Escrow Interest Account required to be made by it (in its capacity as Escrow Agent shall liquidate and transfer under the Escrow Agreement) pursuant to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)Agreement.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If At least three Business Days prior to the due date of each of the fourth or the fifth scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (a "Company Order"), direct the Trustee to release from the Escrow Agent shall have received a certificate from Account and pay to the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes on behalf of the Issuer listed proceeds sufficient to provide for payment in full of such interest then due on Exhibit E-1 the Notes. Upon receipt of a Company Order, the Trustee will take any action necessary to this Agreement, then provide for the Escrow Agent shall liquidate, release and deliver all Escrow Property payment of the interest on the Notes in accordance with the instructions Company Order and the payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Escrow Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Pledged Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificateacceleration thereof. (c) If at any time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining fourth and fifth scheduled interest payments due on all of the outstanding Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or to any Pledgor's Designee. Upon receipt of a Company Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceed the amount required to be held in the Escrow Account), if no Default or Event of Default (as defined in the Indenture) shall have occurred and be continuing, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, any such excess amount. (d) Upon payment in full of the Outstanding Obligations, or if the Company shall become obligated under the Indenture to redeem all of the outstanding Notes and such Notes shall have been redeemed, then, if no Default or Event of Default (as defined in the Indenture) shall have occurred and be continuing, the security interest in the Pledged Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Pledged Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, upon the release of any Pledged Collateral from the Escrow Account in accordance with the terms of this Pledge Agreement, whether upon release of Pledged Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Pledged Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of the fourth and fifth scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Company Order) as to whether such interest payment will be made pursuant to Section 4(a) or 4(b) and the respective amounts of interest that will be paid from the Escrow Account and from Other Funds. Any Other Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If no such notice is given or such Other Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) as if it had received a Company Order pursuant thereto for the payment in full of the interest then due from the Escrow Account. (f) The Trustee shall liquidate Pledged Collateral in the Escrow Account (pursuant to written instructions from Pledgor) in order to make any scheduled payment of interest unless there is any Escrow Property are sufficient funds in the Escrow Account on or after December 31such interest payment date. (g) Nothing contained in Section 1, 2013 thenSection 3, notwithstanding any objectionthis Section 4, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) Section 11 or any other person provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue Entitlement Orders with respect to any Security Entitlement to 7 7 the Pledged Securities or any Securities Account in which any such Security Entitlement may be carried, or otherwise afford the Pledgor rights to of any such Security Entitlement or (ii) except as otherwise specified under this Agreement (or required by applicable law) give rise to any other rights of the Pledgor with respect to the contraryPledged Securities, the Escrow Agent shall liquidate any Security Entitlement thereto or any Securities Account in which any such Security Entitlement may be carried (except as expressly provided in Sections 4(a), (b) and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to (c) hereof) of the Trustee in its capacity as such (and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(cnot as a securities intermediary).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If On each Business Day the Escrow Agent Depositary Bank shall have received a certificate transfer all collected and available funds in the Mezzanine Loan Deposit Account to the Mezzanine Loan Holding Account and on each Business Day (or as otherwise provided for in the Mezzanine Loan Deposit Account Agreement), provided no Event of Default has occurred and is continuing, and subject to Section 9.4.2 hereof, Lender shall transfer from the Issuer in the form attached hereto as Exhibit B-1 Mezzanine Loan Holding Account (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property or authorize such transfer) in accordance with the instructions and on terms of the date requested therein (orMezzanine Loan Deposit Account Agreement, if such requested date is not a Business Dayto the extent available therein, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer payments in accordance with the Anticipated Consummation Release Certificatefollowing priorities: (i) First, to the Current Debt Service Reserve Account, payment of all amounts in the Mezzanine Loan Holding Account until the Debt Service Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (ii) Second, to the Current Debt Service Reserve Account, payment of all amounts in the Mezzanine Loan Holding Account until the Lender Cost and Expense Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; and (iii) Third, if no monetary Default or Event of Default is then continuing, to such accounts of Borrower as Borrower may direct, all amounts remaining in the Mezzanine Loan Holding Account. (b) If Borrowers hereby acknowledge that, pursuant to Section 9.4.1(b) of the Escrow Agent shall have Senior Loan Agreement, (i) to the extent the Senior Lender has received a certificate from the Issuer First Mezzanine Loan Default Notice and until such time as Senior Lender receives a First Mezzanine Loan Default Revocation Notice, Property Owners have irrevocably directed that all funds in the form attached hereto Senior Loan Holding Account available for distribution to the Property Owners pursuant to Section 9.4.1(a)(xx) of the Senior Loan Agreement (and all funds otherwise distributable to the Property Owners under the Senior Loan Documents, including, without limitation, subject to certain exclusions, any Proceeds otherwise available for distribution to the Borrowers pursuant to the provisions of the Senior Loan Agreement but excluding any amounts that in the ordinary course are due and payable out of any reserve account thereunder in payment of or reimbursement for payment of any cost or expense for which such reserve account was established) (collectively “Excess Cash Flow”) are to be deposited directly into the First Mezzanine Loan Deposit Account for application as Exhibit C provided in the First Mezzanine Loan Agreement (in lieu of transferring such funds to such accounts of Property Owners as Property Owners may have so directed if Senior Lender had not received such notice from First Mezzanine Lender), (ii) to the extent Senior Lender has not received a First Mezzanine Loan Default Notice but has received notice from Lender that an Event of Default has occurred and is continuing under the Loan Documents (a “Redemption Release CertificateMezzanine Loan Default Notice”) and until such time as Senior Lender receives a notice from Lender that such Event of Default is no longer continuing (a “Mezzanine Loan Default Revocation Notice”), executed by one Property Owners have irrevocably directed that all Excess Cash Flow and First Mezzanine Borrowers have irrevocably directed that all funds in the First Mezzanine Loan Holding Account available for distribution to the First Mezzanine Borrowers pursuant to Section 9.4.1(a)(iii) of the authorized signatories listed on Exhibit E-1 First Mezzanine Loan Agreement be deposited directly into the Mezzanine Loan Deposit Account for application as provided in this Agreement (in lieu of transferring such funds to this Agreementsuch accounts of Property Owners or First Mezzanine Borrowers, then as the Escrow Agent shall liquidate case may be, as Property Owners or First Mezzanine Borrowers, respectively, may have so directed if Senior Lender had not received such notice from Lender) and transfer to (iii) the Paying Agent all Escrow Property directions described in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than preceding clauses (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on shall not be changed or terminated without the next Business Day if written consent of the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business DayLender. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is Notwithstanding any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person provision herein to the contrary, provided no Event of Default has occurred or is continuing, there shall be disbursed to Borrowers the Escrow Agent Proceeds of a Condemnation or Casualty remaining after payment of all amounts to which Lender is entitled pursuant to Section 8.2. Borrower agrees that Lender shall liquidate and transfer not be required to deliver to Senior Lender a Mezzanine Loan Default Notice prior to the Paying Agent all Escrow Property on January 3, 2014deposit of Proceeds into the Mezzanine Loan Deposit Account. The Escrow Agent shall confirm in writing Notwithstanding anything to the Trustee contrary contained herein or in any other of the Loan Documents (1) Borrowers hereby agree that, if Lender is required to pay any amounts it receives from Borrower to First Mezzanine Lender and/or Senior Lender pursuant to an intercreditor agreement, upon notice from Lender that such amounts have been paid over to First Mezzanine Lender and/or Senior Lender, such amounts shall not be deemed a payment by Borrower to Lender hereunder and (2) if Lender receives any payment pursuant to the Issuer last sentence of Section 9.4.1(b) in any of the Senior Loan Agreement and/or the First Mezzanine Loan Agreement, Lender hereby agrees that the Escrow Property has been released by it in accordance with this Section 2.3(c)shall recognize such payment as a payment from Borrower hereunder.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first twelve scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Pledged Account and pay to the Holders of the Notes proceeds to provide for payment, in whole or in part, of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will (i) issue a Payment Order (as defined in the form attached hereto as Exhibit B-1 Control Agreement) to the Account Holder for the release from the Pledged Account of such funds to the Trustee in accordance with such Issuer Order and (ii) pay such funds to the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions Indenture and the Notes. In the event that the funds released from the Pledged Account prior to any interest payment date are not sufficient to pay in full the interest due on the Notes on such interest payment date requested therein (ora "Shortfall"), nothing in this Section 5 shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay such Shortfall to the Holders of the Notes on such interest payment date; provided, however, that no such Shortfall shall be paid from proceeds of the Collateral unless such proceeds constitute a Surplus (as defined below). In the event that the funds available for release from the Pledged Account prior to any interest payment date exceed the interest due on the Notes on such interest payment date (a "Surplus"), such Surplus shall be retained in the Pledged Account and may be applied to the next Shortfall(s), if such requested date is not a Business Day, any. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any of the first twelve scheduled interest payments on the Notes or portion of such an interest payment from a certificate source of funds other than the Pledged Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to issue a Payment Order (as defined in the Control Agreement) to the Account Holder for the release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Issuer Pledged Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment; provided, however, that the foregoing shall not apply in the form attached hereto as Exhibit C (event that such payment of Pledgor Funds is made in order to compensate for any Shortfall. Upon receipt by the “Redemption Release Certificate”)Trustee of such Issuer Order and provided the Trustee has received such interest payment, executed by one of the authorized signatories listed on Exhibit E-1 Trustee shall direct the Account Holder pursuant to this Agreement, then the Escrow Agent shall liquidate and transfer a Payment Order to pay over to the Paying Agent all Escrow Property Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificatePledged Account as soon as practicable. (c) At least three Business Days prior to the due date of each of the first twelve scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledged Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If there no such notice is any Escrow Property given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment of the interest then due from the Pledged Account. (d) The Trustee shall instruct the Account Holder to liquidate Collateral in the Escrow Pledged Account (pursuant to written instructions from Pledgor) in order to make any of the scheduled payments of interest on the Notes, unless there are sufficient funds in the Pledged Account on or after December 31, 2013 then, notwithstanding such interest payment date. The Trustee shall be entitled to instruct the Account Holder to sell any objection, claim, demand or other notice from Collateral as contemplated hereunder prior to the Issuer maturity of such Collateral and shall not be responsible for any costs and expenses of such sale. (each e) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any of which are hereby waived by the Issuer) Pledged Security Entitlements or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any Pledged Security Entitlement or (ii) otherwise give rise to any rights of Pledgor with respect to the contraryPledged Financial Assets or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and transfer subject to the Paying Agent all Escrow Property exclusive dominion and control (except as expressly provided in Sections 5(a) and (b) hereof) of the Trustee in its capacity as such (and not as a securities intermediary) before the payment in full, when due, of the first twelve scheduled interest payments on January 3, 2014the Notes. The Escrow Agent shall confirm in writing to Pledgor acknowledges, confirms and agrees that the Trustee is an entitlement holder of the Pledged Security Entitlements solely as Trustee for the Holders of the Notes and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If At least three Business Days prior to the Escrow Agent shall have received due date of any of the payments of the Obligations, as outlined in the Payment Schedule, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (a certificate "Company Order"), direct the Trustee to release from the Issuer in Pledge Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders on behalf of the authorized signatories Pledgor proceeds sufficient to provide for payment in full of such Obligations then due and payable. Upon receipt of a Company Order, the Issuer listed on Exhibit E-1 Trustee will take any action necessary to this Agreement, provide for the payment of such Obligations then the Escrow Agent shall liquidate, release due and deliver all Escrow Property payable in accordance with the instructions Company Order from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Pledged Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If The Pledgor may make any payment or portion of any payment of an Obligation for which the Escrow Agent Pledged Collateral is security from a source of funds ("Other Funds") other than the Pledge Account; however the Trustee shall have received a certificate not release proceeds from the Issuer Pledge Account prior to the payment in full of the Obligations and only in the form attached hereto manner as Exhibit C provided in subsection (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (id) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatehereof. (c) If there is any Escrow Property Upon payment in full of the Obligations, the security interest in the Escrow Account on or after December 31Pledged Collateral evidenced by this Agreement will automatically terminate and be of no further force and effect and the Pledged Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, 2013 then, notwithstanding upon the release of any objection, claim, demand or other notice Pledged Collateral from the Issuer Pledge Account in accordance with the terms of this Agreement, the security interest evidenced by this Agreement in such released Pledged Collateral will automatically terminate and be of no further force and effect. (d) At least three Business Days prior to the due date of each of which the scheduled Obligation payments, the Pledgor shall give the Trustee notice (by Company Order) as to whether such payment of the Obligations will be made pursuant to Section 4(a) or 4(b) and the amount that will be paid from the Pledge Account and from Other Funds. Any Other Funds to be used to make any payment of the Obligations shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such payment date. If no such notice is given or such Other Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) as if it had received a Company Order pursuant thereto for the payment in full of the part of the Obligation then due from the Pledge Account. (e) The Trustee shall liquidate Pledged Collateral in the Pledge Account (pursuant to written instructions from Pledgor) in order to make any scheduled payment of an Obligation unless there are hereby waived by sufficient funds in the IssuerPledge Account. (f) Nothing contained in Section 1, Section 3, this Section 4, Section 11 or any other person provision of this Agreement shall (i) afford the Pledgor any right to issue Entitlement Orders with respect to any Security Entitlement to the contraryPledged Securities or any Securities Account in which any such Security Entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor rights to any such Security Entitlement or (ii) except as otherwise specified under this Agreement (or required by applicable law) give rise to any other rights of the Pledgor with respect to the Paying Agent all Escrow Property on January 3Pledged Securities, 2014. The Escrow Agent shall confirm any Security Entitlement thereto or any Securities Account in writing to which any such Security Entitlement may be carried (except as expressly provided in Sections 4(a) hereof) by the Trustee in its capacity as such (and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(cnot as a securities intermediary).

Disbursements. The Escrow Agent is directed to and Trustee shall distribute hold the Escrow Property assets in the following manner------------- Cash Collateral Account and the Collateral Investments Account and release the same, or a portion thereof, only as follows: (a) If At least five Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "Issuer ------ Order"), direct the Trustee to release from the Issuer Cash Collateral Account, and if necessary liquidate Collateral Investments in the form attached hereto as Exhibit B-1 (Collateral Investments Account indicated in the “Anticipated Consummation Release Certificate”)Issuer Order, executed by one and pay to the Holders of the authorized signatories Notes funds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will take any action necessary to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) funds available in the Cash Collateral Account and/or the Collateral Investments Account. Nothing in this Section 7 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Cash Collateral Account and/or the Collateral Investments Account ("Pledgor Funds"), the Pledgor may, after payment in ------------- full of such interest payment or portion thereof from proceeds of the Collateral or such Pledgor Funds or both, direct the Trustee to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") funds from the Cash Collateral Account, and if ------------------ necessary liquidate Collateral Investments in the Collateral Investments Account indicated in the Issuer Order, in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of an Issuer Order by the Trustee, the Trustee shall have received pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from funds in the Cash Collateral Account and/or the Collateral Investments Account. Concurrently with any release of funds to the Pledgor pursuant to this Section 7(b), the Pledgor shall deliver to the Trustee a certificate from signed by an officer of the Issuer Pledgor stating that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or the Certificate of Incorporation of the Pledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any Lien on any assets of the authorized signatories listed on Exhibit E-1 to this Pledgor, except for the security interest granted under the Pledge and Security Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property the Trustee receives, prior to 9:00 A.M. New York City time on the Termination Date, the Officer's Certificate and the Opinion of Counsel, the Trustee shall (x) purchase U.S. Government Obligations in amounts and maturities sufficient upon the receipt of scheduled interest and principal payments on such securities, in the Escrow opinion of a nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the first six scheduled interest payments due on all Notes then outstanding (including any interest that may be due in the event the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective as required by the Registration Rights Agreement) and (y) disburse from the Cash Collateral Account and/or the Collateral Investments Account to, or at the written direction of, the Pledgor by the close of business on the date such U.S. Government Obligations are purchased funds and/or Cash Equivalents, to the extent the proceeds from the sale of the Cash Equivalents held in the Collateral Investments Account would exceed the amount sufficient to purchase the U.S. Government Obligations referred to in clause (x) above; provided, however, -------- ------- that if the Officer's Certificate and the Opinion of Counsel are received by the Trustee (i) on a day other than a Business Day or (ii) after 9:00 A.M. New York City time on such date, then, in either instance, the Trustee may disburse the proceeds by the close of business on the next Business Day. (i) On the Termination Date (or, in the event the Trustee receives a certificate signed by the President or any Vice President of the Pledgor stating that an Officer's Certificate will not be delivered to the Trustee by the Termination Date, on the date the Trustee receives such certificate), if the conditions required for release of funds and/or Cash Equivalents as provided in clause (c) above have not been satisfied, the Trustee shall mail a notice by first class mail to each Holder's last address as it appears on the Security Register (as determined in the Indenture) stating that all of the outstanding Notes shall be redeemed within 60 days after the date of such notice (the "Redemption Date"), on --------------- not less than 30 nor more than 60 days' prior notice, at 101% of the principal amount thereof plus accrued interest thereon from the Closing Date to the Redemption Date (the "Special Redemption Price"), and shall ------------------------ state that the Notes must be surrendered to the Trustee in order to collect the Special Redemption Price. (ii) On the Business Day prior to the Redemption Date, the Trustee shall release all Collateral to the Paying Agent. The Notes shall be redeemed as specified in the Indenture. (e) If the Pledgor is required to effect the redemption contemplated by clause (d) above and for any reason the amount of Collateral to be released is insufficient to pay the aggregate Special Redemption Price to redeem all of the outstanding Notes as provided in the Indenture, the Pledgor, each Reorganization Subsidiary and ITC Holding Company, Inc. jointly and severally agree to pay to the Paying Agent, on or after December 31prior to the Redemption Date, 2013 thenthe amount of funds necessary to permit all outstanding Notes to be redeemed in accordance with the provisions of the Indenture. (f) If at any time following disbursement by the Trustee in accordance with clause (c) above, notwithstanding the principal of and earnings on the Collateral exceed 100% of the amount sufficient, in the written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the first six scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any objectionsuch overfunded amount to the Pledgor or to such other party as the Pledgor may direct. Upon receipt of an Issuer Order, claimthe Trustee shall pay over to the Pledgor or the Pledgor's Designee, demand or other notice as the case may be, any such overfunded amount. (g) Upon payment in full of the first six scheduled interest payments on the Notes in a timely manner, the security interest in the Collateral evidenced by this Pledge and Security Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, upon the release of any Collateral from the Cash Collateral Account and/or the Collateral Investments Account in accordance with the terms of this Pledge and Security Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge and Security Agreement in such released Collateral will automatically terminate and be of no further force and effect. (h) At least three Business Days prior to the due date of any of the first six scheduled interest payments on the Notes, the Pledgor covenants to give the Trustee (by Issuer Order) notice as to whether payment of interest will be made pursuant to Section 7(a) or 7(b) and as to the respective amounts of interest that will be paid pursuant to Section 7(a) or 7(b). If no such notice is given, the Trustee will act pursuant to Section 7(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due. (each i) The Trustee shall not be required to liquidate any Collateral Investment in order to make any scheduled payment of which are hereby waived interest or any release hereunder unless instructed to do so by the IssuerIssuer Order or pursuant to Section 14 hereof. (j) Nothing contained in Section 1, Section 5, Section 6, this Section 7 or any other person provision of this Pledge and Security Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to any of the Collateral Investments or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to any of the Collateral Investments, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's beneficial interest under this Pledge and Security Agreement in collateral pledged to and subject to the contraryexclusive dominion and control (consistent with this Pledge and Security Agreement) of the Trustee in its capacity as such (and not as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Escrow Agent shall liquidate and transfer Trustee holds a security entitlement to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to Collateral Investments solely as trustee for the Trustee Holders of the Notes and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)not as a securities intermediary or financial intermediary.

Disbursements. (a) The Escrow Agent Funding Amount is directed available for disbursement on or after the Loan Closing Date. OCII’s obligation to and shall distribute approve the Escrow Property in expenditure of Funds on or after the Loan Closing Date is subject to Borrower’s satisfaction of the following mannerconditions precedent: (ai) If the Escrow Agent shall Borrower must have received a certificate from the Issuer delivered to OCII (an Expenditure Request in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”)and substance satisfactory to OCII, executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than together with: (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Daycopies of invoices, contracts or other documents covering all amounts requested; (ii) on a line item breakdown of costs to be covered by the next Business Day if Expenditure Request; and (iii) copies of checks issued to pay expenses covered in the Escrow Agent receives previous Expenditure Request. Any request from Borrower to reallocate Funds between the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on line items or to change the budget limits for a Business Day or on line item from what is shown in the Table of Sources and Uses must be approved as follows: (i) except for funds moved from the contingency line item to another line item, a day that is not a Business Day; provided that upon the request requested reallocation of Funds in an amount up to ten percent (10%) of the Issuer delivered simultaneously Loan Amount in the aggregate may be made with the Anticipated Consummation Release Certificate express written approval of OCII’s Executive Director or his/her designee; and (ii) except for funds moved from the Escrow Agent contingency line item to another line item, a requested reallocation of Funds in an amount that exceed ten percent (10%) of the Loan Amount may be made only with the express written approval of the OCII Executive Director. Reallocations of Funds from contingency line items to other line items shall not require the consent of OCII. (ii) No Event of Default, or event that with notice or the passage of time or both could constitute an Event of Default, may have occurred that remains uncured as of the date of the Expenditure Request. (iii) With respect to any Expenditure Request that covers rehabilitation or construction costs, Borrower must have certified to OCII that the Project complies with the labor standards set forth in Exhibit F, Section 1, if applicable. (iv) Borrower must have complied with the following loan conditions, as required by the Citywide Affordable Housing Loan Committee through its approval of the Project’s Loan Evaluation on February 3, 2017 Loan Evaluation which include: • Borrower will not liquidate continue to work with OCII/MOHCD staff and financial advisor to determine the Escrow Property but instead distribute most appropriate financial plan for each phase of the Escrow Property Project that conforms to the Issuer inDDA, MOHCD Underwriting Guidelines, CNI and applicable HUD regulations, and HOPE SF principles. This final financial plan (“FFP”) will be approved by the OCII Director and MOHCD Executive Director. • MOHCD/OCII must review and approve the investor and lender RFPs for the Project. Borrower must allow MOHCD/OCII staff and its financial advisor to communicate directly, with borrower participation in such communication, with prospective and selected lenders/investors. • The Master Developer must approve the updated Master Developer portion of the updated OCII Loan Amount prior to submission of the CDLAC and TCAC applications. • Borrower will continue to explore options to maximize any opportunities to leverage additional permanent debt without jeopardizing Project stability. At a minimum, the existing cash flow must be supplemented with Project-kindBased Vouchers (PBVs), as made available by HUD and SFHA. The Escrow Agent shall confirm Borrower will also seek to achieve the best possible tax credit pricing and other loan terms for the Project with the goal of maximizing leveraged sources and reducing the OCII Loan amount. Any subsequent reductions in writing the OCII Loan amount will be included in the FFP, which is subject to approval by the OCII Director and MOHCD Executive Director. • Prior to completion and approval of the FFP, Borrower will finalize unit allocations between Public Housing Replacement units and AA units to reflect updated Xxxxx Xxxxxxxx household data. Any changes will be documented in the FFP and approved by the Executive Director of OCII and the Director of MOHCD. • If Affordable Housing Program funds are awarded to the Issuer Project, Borrower will reduce the Cost Overrun calculation, thereby reducing the OCII loan. • Borrower will continue to evaluate the proposed operating costs to ensure monthly per unit operating expenses are in line with MOHCD/OCII comparable projects while providing appropriate staffing and keeping costs as efficient as possible. If any changes are made to property management company for earlier phases of Xxxxx Xxxxxxxx, the Trustee that same changes will be made for the Escrow Property has been transferred by it Project, with approval of the OCII Executive Director and MOHCD Director. • Prior to the Issuer in accordance final disbursement of funds Borrower will coordinate with the Anticipated Consummation Release CertificateHOPE SF services team to create a sustainability and services plan for the operations of the site, including approval of the job description for any services staff included in Project expenses. (b) If OCII shall either approve or disapprove such Expenditure Request within 10 business days of receipt. In the Escrow Agent event OCII disapproves an Expenditure Request OCII shall have received provide written notice thereof to Borrower specifying the reason for such disapproval. OCII shall fund all approved expenditure requests in a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatetimely manner. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner:{TC} (a) If Immediately prior to the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one due date of any of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and first six scheduled interest payments on the date requested therein (orNotes, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than Company may (i) pursuant to written instructions given by the day Company to the Trustee (an "Issuer Order"), direct the Trustee to release from the Pledge Account and pay to the Holders of the Notes proceeds sufficient to provide for payment in full of such interest then due on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, Notes or (ii) deposit with the Trustee from funds otherwise available to the Company cash sufficient to pay the interest scheduled to be paid on such date. Upon receipt of an Issuer Order, the Trustee will release funds in an amount sufficient to provide for the payment in full of such interest then due on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer Notes in accordance with such Issuer Order and the Anticipated Consummation Release Certificatepayment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Cash Collateral to the payments of amounts due on the Notes upon acceleration thereof. (b) If the Escrow Agent shall have received Company makes any interest payment or portion of an interest payment pursuant to Section 4(a)(ii) from a certificate source of funds other than the Pledge Account ("Pledgor Funds"), the Company may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Company or to another party at the direction of the Company (the "Pledgor's Designee") proceeds from the Issuer Pledge Account in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer an amount less than or equal to the Paying Agent all Escrow Property amount of Company Funds applied to such interest payment. Upon receipt by the Trustee of (i) such Issuer Order and (ii) payment in full of such interest payment, the Trustee shall pay over to the Company or the Company's Designee, as the case may be, proceeds from the Pledge Account in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateOrder as soon as practicable. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account written opinion of an internationally recognized firm of independent accountants selected by the Company and delivered to the Trustee, to provide for payment in full of the remaining first six scheduled interest payments due on the Notes, the Company may direct the Trustee to release any such excess amount to the Company or after December 31to the Company's Designee. Upon receipt of an Issuer Order (which shall include a certificate from such internationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceeds the amount required to be held in the Pledge Account) the Trustee shall pay over to the Company or the Company's Designee, 2013 thenas the case may be, notwithstanding any objectionsuch excess amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes, claimthe security interest in the Cash Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Cash Collateral shall promptly be paid over and transferred to the Company or the Company's Designee, demand or other notice as the case may be. Furthermore, upon the release of any Cash Collateral from the Issuer Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Cash Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Cash Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of which are hereby waived the first six scheduled interest payments on the Notes, the Company shall give the Trustee notice (by the IssuerIssuer Order) as to whether such interest payment will be made pursuant to Section 4(a)(i) or 4(a)(ii) above and the respective amounts of interest that will be paid from the Pledge Account and from Company Funds. Any Company Funds to be used to make any other person interest payment shall be delivered to the contraryTrustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If no such notice is given or such Company Funds have not been so delivered, the Escrow Agent shall liquidate and transfer Trustee will act pursuant to Section 4(a) above as if it had received an Issuer Order pursuant thereto for the Paying Agent all Escrow Property payment in full of the interest then due from the Pledge Account. (f) If on January 3, 2014. The Escrow Agent shall confirm any interest payment date there are insufficient funds in writing the Pledge Account to make any scheduled payment of interest (after taking into account any Company Funds delivered to the Trustee as provided in Section 4(a)(ii) above), the Trustee shall liquidate Cash Collateral in the Pledge Account to the extent necessary to pay, in full, such scheduled payment of interest. (g) Nothing contained in this Pledge Agreement shall (i) afford the Company any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Company control of any such security entitlement or (ii) otherwise give rise to any rights of the Company with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Company's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the Issuer exclusive dominion and control (except as expressly provided in Sections 5(a), (b), (c), (d), (e) and (f) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Company acknowledges, confirms and agrees that the Escrow Property has been released by it in accordance with this Section 2.3(c)Trustee holds a security interest to the Pledged Securities solely as Trustee for the Holders of the Notes and not as a securities intermediary.

Disbursements. The Escrow Agent (a) OCII's obligation to approve any expenditure of Funds on or after the Loan Closing Date is directed subject to and shall distribute the Escrow Property in Borrower’s satisfaction of the following mannerconditions precedent: (ai) If the Escrow Agent shall Borrower must have received a certificate from the Issuer delivered to OCII an Expenditure Request in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”)and substance satisfactory to OCII, executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than together with: (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Daycopies of invoices, contracts or other documents covering all amounts requested; (ii) on a line item breakdown of costs to be covered by the next Business Day if Expenditure Request; and (iii) copies of checks issued to pay expenses covered in the Escrow Agent receives previous Expenditure Request. Any request from Borrower to reallocate Funds between the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on line items or to change the budget limits for a Business Day or on line item from what is shown in the Table of Sources and Uses must be approved as follows: (i) except for funds moved from the contingency line item to another line item, a day that is not a Business Day; provided that upon the request requested reallocation of Funds in an amount up to ten percent (10%) of the Issuer delivered simultaneously Loan Amount in the aggregate may be made with the Anticipated Consummation Release Certificate express written approval of OCII’s Housing Manager; and (ii) except for funds moved from the Escrow Agent will not liquidate contingency line item to another line item, a requested reallocation of Funds in an amount that exceed ten percent (10%) of the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance Loan Amount may be made only with the Anticipated Consummation Release Certificateexpress written approval of the OCII Executive Director. Reallocations of Funds from contingency line items to other line items shall not require the consent of OCII. (b) If No Event of Default, or event that with notice or the Escrow Agent shall passage of time or both could constitute an Event of Default, may have received a certificate from the Issuer in the form attached hereto occurred that remains uncured as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then date of the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateExpenditure Request. (c) If there is With respect to any Escrow Property in Expenditure Request that covers Section 3.10, items (a) through (f), and items (g) and (h) for Expenditure Requests for the Escrow Account on three month and six month construction draw requests, accordingly. OCII shall endeavor to either approve or after December 31, 2013 then, notwithstanding any objection, claim, demand or other disapprove each such Expenditure Request within 10 business days of receipt. In the event OCII disapproves an Expenditure Request OCII shall provide written notice from thereof to Borrower specifying the Issuer reason for such disapproval. OCII shall endeavor to fund all approved Expenditure Requests within five (each 5) business days of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)approval.

Disbursements. The Escrow Agent is directed to and shall distribute disburse the Escrow Property in following the receipt of written instructions delivered by ATI (an “Escrow Release Instruction”), upon the occurrence of the following mannerevents: (a) If the Escrow Agent shall have received a certificate from Tender Offer Conditions are satisfied or waived by ATI by the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one end of 20 business days after commencement of the authorized signatories of Tender Offer or on such subsequent date to which ATI may extend the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Tender Offer in accordance with the instructions and on procedure set forth in the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 Offer to Purchase (the “Redemption DeadlineExpiration Date”) ), and no earlier than (i) ATI has agreed that it will accept the day on which Shares for purchase, ATI shall deliver an Escrow Release Instruction instructing the Escrow Agent receives to release and disburse the Anticipated Consummation Escrow Property (or if less, the portion of the Escrow Property necessary for the Permitted Use of Third Amendment Note Proceeds (as defined in the Note Purchase Agreement) (the “Required Amount”)) to ATI. In the event that the conditions set forth in this clause (a) are satisfied or waived but the Required Amount is less than $6,000,000, ATI will deliver an Escrow Release Certificate if Instruction instructing the Escrow Agent receives to release the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Daydifference between $6,000,000 and the Required Amount to the Purchaser Parties. (b) In the event that the conditions set forth in clause (a) are not satisfied or waived, or (ii) on the next Business Day if Tender Offer is terminated, ATI will deliver an Escrow Release Instruction instructing the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute to release the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificatePurchaser Parties. (c) If there is any Notwithstanding the foregoing, ATI shall deliver an Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, Release Instruction instructing the Escrow Agent shall liquidate to release and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that disburse the Escrow Property has to the Purchaser Parties if the conditions set forth in clause (a) have not been released satisfied or waived by it in accordance with this Section 2.3(c)February 28, 2025.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate from due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an “Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release CertificateOrder”), executed by one direct the Trustee to release from the Pledged Account and pay to the Holders of the authorized signatories Notes proceeds to provide for payment, in whole or in part, of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will (i) issue a Payment Order (as defined in the Control Agreement) to the Account Holder for the release from the Pledged Account of such funds to the Trustee in accordance with such Issuer Order and (ii) pay such funds to the Holders of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions Indenture and the Notes. In the event that the funds released from the Pledged Account on any interest payment date are not sufficient to pay in full the interest due on the Notes on such interest payment date requested therein (ora “Shortfall”), nothing in this Section 5 shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay such Shortfall to the Holders of the Notes on such interest payment date; provided, however, that no such Shortfall shall be paid from proceeds of the Collateral unless such proceeds constitute a Surplus (as defined below). Furthermore, nothing in this Pledge Agreement shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay Liquidated Damages, if such requested any. In the event that the funds available for release from the Pledged Account on any interest payment date is not a Business Day, exceed the interest due on the following Business DayNotes on such interest payment date (a “Surplus”), which requested disbursement date such Surplus shall be no later than December 30retained in the Pledged Account and may be applied to the next Shortfall(s), 2013 (if any. Nothing in this Section 5 shall affect the “Redemption Deadline”) and no earlier than (i) Trustee’s rights to apply the day on which Collateral to the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) payments of amounts due on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any of the first six scheduled interest payments on the Notes or portion of such an interest payment from a certificate from source of funds other than the Pledged Account (“Pledgor Funds”), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to issue a Payment Order (as defined in the form attached hereto as Exhibit C Control Agreement) to the Account Holder for the release to the Pledgor or to another party at the direction of the Pledgor (the “Redemption Release CertificatePledgor’s Designee”), executed by one of ) proceeds from the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer Pledged Account in an amount less than or equal to the Paying Agent all Escrow Property amount of Pledgor Funds applied to such interest payment; provided, however, that the foregoing shall not apply in accordance with the instructions event that such payment of Pledgor Funds is made in order to compensate for any Shortfall. Upon receipt by the Trustee of such Issuer Order and on provided the date requested therein (orTrustee has received such interest payment, if such requested date is not the Trustee shall direct the Account Holder pursuant to a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing Payment Order to pay over to the Issuer and Pledgor or the Trustee that Pledgor’s Designee, as the Escrow Property has been released by it case may be, the requested amount from proceeds in accordance with the Redemption Release CertificatePledged Account as soon as practicable. (c) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledged Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If there no such notice is any Escrow Property given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment of the interest then due from the Pledged Account. (d) The Trustee shall instruct the Account Holder to liquidate Collateral in the Escrow Pledged Account (pursuant to written instructions from the Pledgor) in order to make any of the scheduled payments of interest on the Notes, unless there are sufficient funds in the Pledged Account on or after December 31, 2013 then, notwithstanding such interest payment date. The Trustee shall be entitled to instruct the Account Holder to sell any objection, claim, demand or other notice from Collateral as contemplated hereunder prior to the Issuer maturity of such Collateral and shall not be responsible for any costs and expenses of such sale. (each e) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any of which are hereby waived by the Issuer) Pledged Security Entitlements or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any Pledged Security Entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the contraryPledged Financial Assets or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor’s rights under this Pledge Agreement as the beneficial owner of collateral pledged to and transfer subject to the Paying Agent all Escrow Property exclusive dominion and control (except as expressly provided in Sections 5(a) and (b) hereof) of the Trustee in its capacity as such (and not as a securities intermediary) before the payment in full, when due, of the first six scheduled interest payments on January 3, 2014the Notes. The Escrow Agent shall confirm in writing to Pledgor acknowledges, confirms and agrees that the Trustee is an entitlement holder of the Pledged Security Entitlements solely as Trustee for the Holders of the Notes and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)not as a securities intermediary.

Disbursements. The Escrow Collateral Agent is directed to and shall distribute hold the Escrow Property Collateral in the following mannerCollateral Account and release the same, or a portion thereof, only as follows: (a) If Prior to each of the Escrow first six scheduled interest payments on the Notes, the Collateral Agent shall have received a certificate release from the Issuer in Collateral Accounts an amount sufficient to pay interest due on the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one original principal amount of the authorized signatories Notes on such interest payment date and will take any action necessary to provide for the payment of the Issuer listed interest on Exhibit E-1 the Notes to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Holders in accordance with the instructions payment provisions of the Indenture from (and to the extent of) proceeds of the Collateral in the Collateral Account. Nothing in this Section 6 shall affect the Collateral Agent's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request original principal amount of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateNotes upon acceleration thereof. (b) If If, prior to the Escrow Agent shall have received a certificate from date on which the Issuer in sixth scheduled interest payment on the form attached hereto as Exhibit C (Original Principal Amount of Notes is due, the “Redemption Release Certificate”), executed by one Accreted Principal Amount of the authorized signatories listed on Exhibit E-1 outstanding Notes has been accelerated pursuant to this Agreementthe terms of the Indenture, then the Escrow Collateral Agent shall liquidate and transfer promptly, subject to applicable bankruptcy laws, release the proceeds from the Collateral Account to the Paying Agent all Escrow Property Trustee, who shall apply such proceeds as set forth in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateIndenture. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other Upon notice from the Issuer (each of which are hereby waived by the Issuer) or Trustee that any other person Notes have been submitted for conversion pursuant to the contraryterms of the Indenture, the Escrow Collateral Agent shall liquidate and transfer a portion of the Collateral equal to the Paying Agent all Escrow Property Allocable Collateral multiplied by the number of Notes submitted for conversion as calculated by the Pledgor; provided that if any Notes are converted between the close of business on January 3a Record Date but prior to the next Interest Payment Date (each as defined in the Indenture), 2014. any portion of the Allocable Collateral maturing on such Interest Payment Date shall not be liquidated and instead shall be released from the Collateral Account pursuant to Section 6(a) above. (d) The Escrow Collateral Agent shall confirm release the proceeds of the liquidation of Collateral described in writing Section 6(c) to the Trustee and to the Issuer extent necessary to pay to the converting Holders as the Early Conversion Make Whole Amount; provided that if such liquidation proceeds exceed the Escrow Property has been released Early Conversion Make Whole Amount as a result of the application of the limitation described in the second paragraph of Section 10.08(a) of the Indenture, any such excess shall be paid over to the Pledgor or as reasonably directed by it in accordance with this Section 2.3(c)the Pledgor.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Up to three (3) Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to an Issuer Order, direct the Trustee, in writing, to release from the Pledge Account proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer in Order, the form attached hereto as Exhibit B-1 (Trustee will take any action necessary to provide for the “Anticipated Consummation Release Certificate”), executed by one payment of the authorized signatories of interest on the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request payment provisions of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Indenture to the Issuer in-kind. The Escrow Agent shall confirm in writing Holders of the Notes from (and to the Issuer and extent of) proceeds of the Trustee that Pledged Securities in the Escrow Property has been transferred by it Pledge Account. Nothing in this Section 4 shall affect the Trustee's rights to apply any Collateral in satisfaction of the Issuer in accordance with Obligations at any time upon acceleration of the Anticipated Consummation Release CertificateNotes. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Pledged Securities are collateral from a certificate source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment or portion thereof from proceeds of the Pledged Securities or such Pledgor Funds or both, direct the Trustee to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of an Issuer Order by the Trustee and any other documentation reasonably satisfactory to the Trustee to substantiate such use of Pledgor Funds by the Pledgor (including the certificate described in the form attached hereto as Exhibit C (the “Redemption Release Certificate”following sentence), executed the Trustee will pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Pledge Account. Concurrently with any release of funds to the Pledgor pursuant to this Section 4(b), the Pledgor will deliver to the Trustee an Officers' Certificate stating that such release has been duly authorized by one the Pledgor and will not contravene any provision of applicable law or the Memorandum of Association or Articles of Association of the authorized signatories listed on Exhibit E-1 to this AgreementPledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, then order or decree of any governmental body, agency or court having jurisdiction over the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, Pledgor or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificateany of its subsidiaries. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities held in the Escrow Pledge Account on or after December 31exceeds 100% of the amount sufficient, 2013 then, notwithstanding any objection, claim, demand or other notice from in the Issuer (each written opinion of which are hereby waived a nationally recognized firm of independent accountants selected by the Issuer) Pledgor and delivered to the Trustee, to provide for payment in full of the first six scheduled interest payments due on the Notes (or, in the event one or more interest payments have been made thereon, an amount sufficient to provide for the payment in full of any and all interest payments on the Notes then remaining, up to and including the sixth scheduled interest payment), the Pledgor may direct the Trustee, in writing, to release any such overfunded amount to the Pledgor or to such other party as the Pledgor may direct. Upon receipt of an Issuer Order and any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing documentation reasonably satisfactory to the Trustee to substantiate such excess (including such written opinion of a nationally recognized accounting firm), the Trustee shall pay over to the Pledgor or the Person designated by the Pledgor, as the case may be, any such overfunded amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes in a timely manner and provided that no principal amount of the Issuer that Notes has become or is due and payable at such time, the Escrow Property has been released security interest in the Collateral evidenced by it this Pledge Agreement will automatically and indefeasibly terminate and be of no further force and effect. Furthermore, upon the release of any Collateral from the Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically and indefeasibly terminate and be of no further force and effect. (e) The Pledgor covenants to give the Trustee at least three (3) Business Days' notice (by Issuer Order) as to whether payment of interest will be made pursuant to Section 2.3(c4(a) or 4(b) and as to the respective amounts of interest that will be paid pursuant to Section 4(a) or 4(b). The Pledgor also covenants to give the Trustee written notice as to which Pledged Securities, if any, shall be liquidated in order to make such interest payment. If no such notice is given, the Trustee will act pursuant to Section 4(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due. (f) The Trustee shall not be required to liquidate any Pledged Security in order to make any scheduled payment of interest or any release hereunder unless instructed to do so by Issuer Order.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Up to three (3) Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to an Issuer Order, direct the Trustee, in writing, to release from the Pledge Account proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer in Order, the form attached hereto as Exhibit B-1 (Trustee will take any action necessary to provide for the “Anticipated Consummation Release Certificate”), executed by one payment of the authorized signatories of interest on the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request payment provisions of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Indenture to the Issuer in-kind. The Escrow Agent shall confirm in writing Holders of the Notes from (and to the Issuer and extent of) proceeds of the Trustee that Pledged Securities in the Escrow Property has been transferred by it Pledge Account. Nothing in this Section 4 shall affect the Trustee's rights to apply any Collateral in satisfaction of the Issuer in accordance with Obligations at any time upon acceleration of the Anticipated Consummation Release CertificateNotes. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Pledged Securities are collateral from a certificate source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment or portion thereof from proceeds of the Pledged Securities or such Pledgor Funds or both, direct the Trustee to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of an Issuer Order by the Trustee and any other documentation reasonably satisfactory to the Trustee to substantiate such use of Pledgor Funds by the Pledgor (including the certificate described in the form attached hereto as Exhibit C (the “Redemption Release Certificate”following sentence), executed the Trustee will pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Pledge Account. Concurrently with any release of funds to the Pledgor pursuant to this Section 4(b), the Pledgor will deliver to the Trustee an Officers' Certificate stating that such release has been duly authorized by one the Pledgor and will not contravene any provision of applicable law or the Memorandum of Association or Articles of Association of the authorized signatories listed on Exhibit E-1 to this AgreementPledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, then order or decree of any governmental body, agency or court having jurisdiction over the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, Pledgor or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificateany of its subsidiaries. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities held in the Escrow Pledge Account on or after December 31exceeds 100% of the amount sufficient, 2013 then, notwithstanding any objection, claim, demand or other notice from in the Issuer (each written opinion of which are hereby waived a nationally recognized firm of independent accountants selected by the Issuer) Pledgor and delivered to the Trustee, to provide for payment in full of the first six scheduled interest payments due on the Notes (or, in the event one or more interest payments have been made thereon, an amount sufficient to provide for the payment in full of any and all interest payments on the Notes then remaining, up to and including the sixth scheduled interest payment), the Pledgor may direct the Trustee, in writing, to release any such overfunded amount to the Pledgor or to such other party as the Pledgor may direct. Upon receipt of an Issuer Order and any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing documentation reasonably satisfactory to the Trustee to substantiate such excess (including such written opinion of a nationally recognized accounting firm), the Trustee shall pay over to the Pledgor or the Person designated by the Pledgor, as the case may be, any such overfunded amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes in a timely mannner and provided that no principal amount of the Issuer that Notes has become or is due and payable at such time, the Escrow Property has been released security interest in the Collateral evidenced by it this Pledge Agreement will automatically and indefeasibly terminate and be of no further force and effect. Furthermore, upon the release of any Collateral from the Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically and indefeasibly terminate and be of no further force and effect. (e) The Pledgor covenants to give the Trustee at least three (3) Business Days' notice (by Issuer Order) as to whether payment of interest will be made pursuant to Section 2.3(c4(a) or 4(b) and as to the respective amounts of interest that will be paid pursuant to Section 4(a) or 4(b). The Pledgor also covenants to give the Trustee written notice as to which Pledged Securities, if any, shall be liquidated in order to make such interest payment. If no such notice is given, the Trustee will act pursuant to Section 4(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due. (f) The Trustee shall not be required to liquidate any Pledged Security in order to make any scheduled payment of interest or any release hereunder unless instructed to do so by Issuer Order.

Disbursements. (a) Pursuant to the provisions of the Purchase Agreement, on each occasion on which Buyer determines, in good faith, that it is entitled to payment of a claim (a “Claim”) under Section 8.2 of the Purchase Agreement, Buyer may deliver to the Escrow Agent and Key Seller a written request for the payment of such amount (a “Claim Notice”), which request shall identify in reasonable detail the facts and circumstances with respect to the subject matter of such Claim, to the extent they reasonably can be determined, and the amount of such Claim if reasonably determinable at such time, provided that any payment requested pursuant to a Claim with respect to the obligation of any Seller shall not exceed such Seller’s pro rata share of the Escrow Fund as determined in accordance with the Seller Allocation. For the avoidance of doubt, the Escrow Agent shall disregard any Claim Notices received by the Escrow Agent after 5:00 p.m. Pacific Time on the Final Claims Date (as defined below), except for any Claims made pursuant to Section 8.2(a)(v) of the Purchase Agreement (“Special Indemnification Claims”), which shall be disregarded if delivered after 5:00 p.m. Pacific Time on the Special Indemnification Claims Date (as defined below). (b) If Key Seller delivers a Claim Objection (as defined below) to the Escrow Agent prior the Objection Period (defined below), the Escrow Agent shall disburse only the undisputed portion of the amount requested in the Claim Notice within three (3) Business Days from the receipt of a Claim Objection by the Escrow Agent, and shall not disburse the disputed portion of the amount requested in the Claim Notice until Escrow Agent has received (i) joint written instructions from Buyer and Key Seller specifying the agreement of the Parties as to the action to be taken with respect to such disputed amount (“Payment Instructions”), or (ii) receipt by the Escrow Agent of a notice from Buyer or Key Seller stating that such dispute has been submitted to a court of competent jurisdiction for judgment, and that a final judgment with respect to such matters has been rendered, which notice shall be accompanied by a copy of a final, non-appealable order of the court pursuant to which such court has determined whether and to what extent Buyer is entitled to the amount requested in such Claim Notice, a written certification from counsel of the instructing Party attesting that such order is final and not subject to further proceedings or appeal and a written instruction from an Authorized Representative of the instructing Party given to effectuate such order (such notice, decision, certification and instruction, collectively, a “Determination Order”). A copy of any Determination Order shall also be sent by Buyer or Key Seller, as the case may be, to the other Party concurrently with the delivery thereof to the Escrow Agent. The Escrow Agent is directed shall be entitled conclusively to rely upon any certification and instruction accompanying a Determination Order and shall distribute have no responsibility to review the order to which such certification and instruction refers or to make any determination as to whether such order is final. (c) Pursuant to the provisions of the Purchase Agreement, if there are amounts owed to Buyer pursuant to Section 2.5(f) of the Purchase Agreement (an “Overpayment”), and Buyer elects to receive payment of the Overpayment out of the Escrow Property Fund (an “Overpayment Claim”), then Buyer shall deliver to the Escrow Agent and Key Seller a written request for the payment of such amount (an “Overpayment Notice”). For the avoidance of doubt, the Escrow Agent shall disregard any Overpayment Notices delivered to the Escrow Agent after the Final Claims Date. (d) If Key Seller delivers an Overpayment Claim Objection (as defined below) prior the Objection Period (defined below), the Escrow Agent shall disburse only the undisputed portion of the amount requested in the following manner:Overpayment Notice within three (3) Business Days from the receipt of the Overpayment Claim Objection by the Escrow Agent, and shall not disburse the disputed portion of the amount requested in the Overpayment Notice until Escrow Agent has received: (i) joint written instructions from Buyer and Key Seller specifying the agreement of the Parties as to the action to be taken with respect to such disputed amount (which shall also be referred to herein as “Payment Instructions”), or (ii) receipt by the Escrow Agent of a final determination of the amount of the Overpayment, if any, by KPMG or another independent accounting firm selected by the Parties, accompanied by a written certification from counsel of the instructing Party attesting that such determination is final under the terms of the Purchase Agreement (such determination and certification, collectively, a “Selected Firm Determination”). A copy of such Selected Firm Determination shall also be sent by Buyer or Key Seller, as the case may be, to the other Party concurrently with delivery thereof to the Escrow Agent. The Escrow Agent shall be entitled conclusively to rely upon any certification and instruction accompanying a Selected Firm Determination and shall have no responsibility to review the determination to which such certification and instruction refers or to make any determination as to whether such determination is final. (ae) If no later than 5:00 p.m. Pacific Time (PT) on the fifteenth (15) day after Key Seller’s receipt of a Claim Notice or Overpayment Notice, Escrow Agent has not received in writing from Key Seller (with a copy to Buyer) that Key Seller objects, in good faith, to the Claim or a portion thereof (a “Claim Objection”) or to the Overpayment Claim or a portion thereof (an “Overpayment Claim Objection”), the Escrow Agent shall promptly, within three (3) Business Days following the end of such 15 day period (“Objection Period”), disburse from the Escrow Fund to Buyer the amount requested in such Claim Notice or Overpayment Notice using the wiring instructions below. The Escrow Agent shall not disburse any amounts pursuant to this Section 3(e) until it has received written confirmation evidenced by a copy of the overnight delivery confirmation, from Buyer that Key Seller received the Claim Notice or Overpayment Notice, as applicable in accordance with Section 9. (f) If the Escrow Agent shall have has received a certificate from the Issuer (i) Payment Instructions, (ii) in the form attached hereto as Exhibit B-1 case of a Claim, a Determination Order, or (iii) in the “Anticipated Consummation Release Certificate”)case of an Overpayment Claim, executed by one a Selected Firm Determination and if such Payment Instructions, Determination Order or Selected Firm Determination indicates that Buyer is entitled to payment in respect of all or any portion of a disputed portion of the authorized signatories of the Issuer listed on Exhibit E-1 to this AgreementClaim or Overpayment Claim, then the Escrow Agent shall liquidatepromptly, release and deliver all but in any event within three (3) Business Days after such receipt, disburse from the Escrow Property Fund to Buyer amounts due to Buyer as indicated in accordance with such Payment Instructions, Determination Order or Selected Firm Determination using the wiring instructions and on the date requested therein (orbelow. If such Payment Instructions, if such requested date Determination Order or Selected Firm Determination indicates that Buyer is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, entitled to all or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request any portion of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one disputed portion of the authorized signatories listed on Exhibit E-1 to this Agreementamount of the Claim or Overpayment Claim, then the Escrow Agent shall liquidate and transfer hold the amount to the Paying Agent all Escrow Property which Buyer is determined not to be entitled in accordance with the instructions and on the date requested therein (or, if terms of this Agreement until such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall amounts are to be no earlier than disbursed (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Dayto Sellers pursuant to Section 4 below, (ii) to Buyer in respect of another Claim or Overpayment Claim pursuant to this Section 3, or (iiiii) on to Sellers, Buyer or otherwise, in each case upon the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer receipt of joint written instructions from Buyer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateKey Seller. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and Trustee shall distribute hold the Escrow Property Collateral in the following mannerCollateral Accounts and release the same, or a portion thereof, only as follows: (a) If At least one Business Day prior to the Escrow Agent shall have received a certificate due date of any of the scheduled interest payments on the Notes on or prior to January 15, 2001, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "Issuer Order"), direct the Trustee to release from the Issuer Collateral Accounts and pay to the Holders of the Notes proceeds sufficient to provide for payment in full (or, with respect to the interest payment date on January 15, 2001, in part) of such interest then due on the Notes; provided, however, that in the form attached hereto as Exhibit B-1 (event Collateral is required to be liquidated, the “Anticipated Consummation Release Certificate”)Pledgor will give the Trustee at least three Business Days' notice. Upon receipt of an Issuer Order, executed by one the Trustee will take any action necessary to provide for the payment of the authorized signatories interest on the Notes to the Holders of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions payment provisions of the Indenture from (and to the extent of) proceeds of the Collateral in the Collateral Accounts. Nothing in this Section 6 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Collateral Accounts ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment or portion thereof from proceeds of the Collateral or such Pledgor Funds or both, direct the Trustee by Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Collateral Accounts in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of such Issuer Order by the Trustee, the Trustee shall have received pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Collateral Accounts. Concurrently with any release of funds to the Pledgor pursuant to this Section 6(b), the Pledgor shall deliver to the Trustee a certificate signed by an officer of the Pledgor stating that the Pledgor has made the interest payment from a source of funds other than the Issuer Pledge Account, and that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or Certificate of Incorporation or the By-laws of the Pledgor or any material agreement or other material instrument binding upon the pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any Lien on any assets of the authorized signatories listed on Exhibit E-1 to this Pledgor, except for the security interest granted under the Pledge Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is At least one Business Day prior to the due date of any Escrow Property of the scheduled interest payments on the Notes on or prior to January 15, 2001, the Pledgor covenants to give the Trustee (by Issuer Order) notice as to whether payment of interest will be made pursuant to Section 6(a) or 6(b) and as to the respective amounts of interest that will be paid pursuant to Section 6(a) or 6(b); provided, however, that, in the Escrow event Collateral is required to be liquidated, the Pledgor will give the Trustee at least three Business Days' notice. If no such notice is given, the Trustee will, subject to Section 6(d), act pursuant to Section 6(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due. (d) The Trustee shall not be required to liquidate any Collateral Investments in order to make any scheduled payment of interest or any release hereunder unless instructed to do so by Issuer Order or pursuant to Section 13 hereof. (e) Upon the Termination Date, the security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral, upon receipt by the Trustee of an Issuer Order, shall promptly be paid over and transferred to the Pledgor. (f) In the event that the Collateral held in the Pledge Account exceeds 100% of the amount sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment of the scheduled interest due on the Notes in an amount equal to the Pledge Amount (or, in the event an interest payment or after December 31payments have been made, 2013 thenthe Pledge Amount less an amount equal to any interest previously paid) the Trustee shall release to the Pledgor, notwithstanding at the Pledgor's written request, accompanied by an opinion prepared by a nationally recognized firm of independent public accountants, any objection, claim, demand or other notice such excess Collateral. (g) Upon the release of any Collateral from the Issuer Pledge Account, in accordance with the terms of this Pledge Agreement, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (each of which are hereby waived by the Issuerh) Nothing contained in Section 1, Section 13, this Section 6 or any other person Provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue Entitlement Orders with respect to any Security Entitlement to the contraryPledge Securities or Collateral Investments or any Securities Account in which any such Security Entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor control of any such Security Entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Paying Agent all Escrow Property on January 3Collateral Investments, 2014any Security Entitlement thereto or any Securities Account in which any such Security Entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of Collateral pledged to and subject to the exclusive dominion and control (including, without limitation, Securities Control) (except as expressly provided in this Section 6) of the Trustee in its capacity as such (and not as a Securities Intermediary). The Escrow Agent shall confirm in writing to the Trustee Pledgor acknowledges, confirms and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).agrees

Disbursements. The Escrow Agent is directed to and Trustee shall distribute hold the Escrow Property Collateral in the following mannerCollateral Accounts and release the same, or a portion thereof, only as follows: (a) If At least one Business Day prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "Issuer Order"), direct the Trustee to release from the Issuer Collateral Accounts and pay to the Holders of the Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes; provided, however, that in the form attached hereto as Exhibit B-1 (event Collateral is required to be liquidated, the “Anticipated Consummation Release Certificate”)Pledgor will give the Trustee at least three Business Days' notice. Upon receipt of an Issuer Order, executed by one the Trustee will take any action necessary to provide for the payment of the authorized signatories interest on the Notes to the Holders of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions payment provisions of the Indenture from (and to the extent of) proceeds of the Collateral in the Collateral Accounts. Nothing in this Section 6 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Collateral Accounts ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee by Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Collateral Accounts in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of such Issuer Order by the Trustee, the Trustee shall have received pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Collateral Accounts. Concurrently with any release of funds to the Pledgor pursuant to this Section 6(b), the Pledgor shall deliver to the Trustee a certificate signed by an officer of the Pledgor stating that the Pledgor has made the interest payment from a source of funds other than the Issuer Pledge Account, and that such release has been duly authorized by the Pledgor and will not violate any provision of applicable law or Certificate of Incorporation or the By-laws of the Pledgor or any material agreement or instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any Lien on any assets of the authorized signatories listed on Exhibit E-1 to this Pledgor, except for the security interest granted under the Pledge Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is At least one Business Day prior to the due date of any Escrow Property of the first six scheduled interest payments on the Notes, the Pledgor covenants to give the Trustee (by Issuer Order) notice as to whether payment of interest will be made pursuant to Section 6(a) or 6(b) and as to the respective amounts of interest that will be paid pursuant to Section 6(a) or 6(b); provided, however, that, in the Escrow event Collateral is required to be liquidated, the Pledgor will give the Trustee at least three Business Days' notice. If no such notice is given, the Trustee will, subject to Section 6(d), act pursuant to Section 6(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due. (d) The Trustee shall not be required to liquidate any Collateral Investments in order to make any scheduled payment of interest or any release hereunder unless instructed to do so by Issuer Order or pursuant to Section 13 hereof. (e) Upon the Termination Date, the security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect, and the Collateral, upon receipt by the Trustee of an Issuer Order, shall promptly be paid over and transferred to the Pledgor. (f) In the event that the Collateral held in the Pledge Account exceeds 100% of the amount sufficient, in the written opinion of the Accounting Firm, to provide for payment in full of the first six scheduled interest payments due on the Notes (or, in the event an interest payment or after December 31payments have been made, 2013 thenan amount sufficient to provide for payment in full of all interest payments remaining, notwithstanding up to and including the sixth scheduled interest payment), the Trustee shall release to the Pledgor, at the Pledgor's written request, accompanied by a written opinion of the Accounting Firm, any objection, claim, demand or other notice such excess Collateral. (g) Upon the release of any Collateral from the Issuer Pledge Account, in accordance with the terms of this Pledge Agreement, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (each of which are hereby waived by the Issuerh) Nothing contained in Section 1, this Section 6, Section 13, or any other person provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue Entitlement Orders with respect to any Security Entitlement to the contraryPledge Securities or Collateral Investments or any Securities Account in which any such Security Entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor control of any such Security Entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Paying Agent all Escrow Property on January 3Collateral Investments, 2014any Security Entitlement thereto or any Securities Account in which any such Security Entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of Collateral pledged to and subject to the exclusive dominion and control (including, without limitation, Securities Control) (except as expressly provided in this Section 6) of the Trustee in its capacity as such (and not as a Securities Intermediary). The Escrow Agent shall confirm in writing Pledgor acknowledges, confirms and agrees that the Trustee holds a Security Entitlement to the Trustee Collateral Investments solely as trustee for the Holders of the Notes and not as a Securities Intermediary for the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)Pledgor.

Disbursements. The Escrow Agent is directed to On each Business Day the Depositary Bank shall transfer all collected and shall distribute the Escrow Property available funds in the following manner: Deposit Account to the Holding Account and on each Business Day (a) If or as otherwise provided for in the Escrow Agent Deposit Account Agreement), provided no Event of Default has occurred and is continuing, and subject to Section 9.4.2 hereof, Lender shall have received a certificate transfer from the Issuer in the form attached hereto as Exhibit B-1 Holding Account (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property or authorize such transfer) in accordance with the instructions and on terms of the date requested therein (orDeposit Account Agreement, if such requested date is not a Business Dayto the extent available therein, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer payments in accordance with the Anticipated Consummation Release Certificatefollowing priorities: (i) First, to the Tax and Insurance Escrow Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Tax and Insurance Escrow Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.3 hereof (other than Section 9.3.3(b)) have been so deposited; (ii) Second, to the Tax and Insurance Sub-Account, payment of all amounts in the Holding Account until the Tax and Insurance Incremental Amount, if any, required to be deposited in the Tax and Insurance Sub-Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.3.3(b) hereof have been so deposited; (iii) Third, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Third Party Securitization Amount and the Rating Agency Securitization Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof have been so deposited; (iv) Fourth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Debt Service Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (v) Fifth, after the occurrence of an Earthquake Reserve Event, payment of all amounts in the Holding Account until the amounts required to be deposited in the Earthquake Deductible Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.8 hereof have been so deposited. (bvi) If Sixth, after the Escrow Agent shall have received occurrence of a certificate from the Issuer Deficiency Payment, payment of all amounts in the form attached hereto as Exhibit C Holding Account until the amounts required to be deposited in the Deficiency Reserve Account by the next Payment Date (the “Redemption Release Certificate”)or if such Business Day is a Payment Date, executed by one of the authorized signatories listed on Exhibit E-1 such Payment Date) pursuant to this AgreementSection 9.2.11 hereof have been so deposited; (vii) Seventh, then the Escrow Agent shall liquidate and transfer to the Paying Agent Current Debt Service Reserve Account, payment of all Escrow Property amounts in accordance with the instructions Holding Account until the Lender Cost and on Expense Amount required to be deposited in the date requested therein Current Debt Service Reserve Account by the next Payment Date (oror if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (viii) Eighth, to the FF&E Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the FF&E Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.16 hereof have been so deposited; (ix) Ninth, to the Incentive Management Fee Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Incentive Management Fee Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.13 hereof have been so deposited; and (x) Tenth, if no monetary Default or Event of Default is then continuing to such requested date is not a Business Dayaccounts of Borrowers and Operating Lessees as Borrowers and Operating Lessees may direct, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property all amounts remaining in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)Holding Account.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Not less than six (6) Business Days prior to the Escrow Agent shall have received a certificate next scheduled Interest Payment Date with respect to the Senior Notes the Pledgor may, in writing, direct the Trustee to transfer from the Issuer Collateral Account to the Trustee in the form attached hereto its capacity as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Paying Agent funds necessary to provide for payment in full or any portion of the authorized signatories next scheduled interest payment on the Senior Notes. Upon receipt of such written request, the Trustee will take any action reasonably necessary to provide for the payment of such interest payment on the Senior Notes directly to the Holders from proceeds of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Pledged Securities or any other property held in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property credited to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateCollateral Account. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Pledged Securities are collateral from a certificate from source of funds other than the Issuer in the form attached hereto as Exhibit C Collateral Account (the “Redemption Release Certificate”"Pledgor Funds"), executed by one of the authorized signatories listed on Exhibit E-1 to this AgreementPledgor may, then after payment in full for such interest payment, direct the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm Trustee in writing to release to the Issuer Pledgor or at the direction of the Pledgor an amount of funds from the Collateral Account less than or equal to the amount of Pledgor Funds so expended within six business days of such request. Upon receipt of a direction from the Pledgor and any other documentation reasonably satisfactory to the Trustee to substantiate such use of Pledgor Funds by the Pledgor (including the certificate described in the following sentence), the Trustee will take any action reasonably necessary to enable it to pay over to the Pledgor the requested amount. Concurrently with any release of funds to the Pledgor pursuant to this Section 4(b), the Pledgor will deliver to the Trustee a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Pledgor stating that the Escrow Property use of Pledgor Funds to make interest payments has been released duly authorized by it all necessary corporate action, and does not contravene, or constitute a default under, any provisions of applicable law or regulation or of the certificate of incorporation of the Pledgor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Pledgor or result in accordance with the Redemption Release Certificatecreation or imposition of any Lien on any assets of the Pledgor. (c) If there is at any Escrow Property time the amount of Pledged Securities exceeds the amount sufficient, in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each opinion of which are hereby waived a nationally recognized firm of independent public accountants selected by the Issuer) Pledgor, to provide for payment in full of the next two succeeding scheduled interest payments due on the Senior Notes (or, in the event an interest payment or payments have been made, an amount sufficient to provide for payment in full of any other person interest payments then remaining, up to and including the contraryfinal scheduled interest payment), the Escrow Agent shall liquidate and transfer to Pledgor may direct the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm Trustee in writing to release any such overfunding to it. Upon receipt of a written request from the Pledgor and delivery of an Officer's Certificate to the Trustee and the Issuer that the Escrow Property has been released by it to substantiate such excess in accordance with Section 4.15(d) of the Indenture, the Trustee will pay over to the Pledgor any such over-funded amount. (d) Upon payment in full of all scheduled interest payments on the Senior Notes, the security interest in the Collateral evidenced by this Section 2.3(c)Custody and Security Agreement will terminate and be of no further force and effect. Furthermore, upon the release of any Collateral from the Collateral Account in accordance with the terms of this Custody and Security Agreement, whether upon release of Collateral to Holders as payment of interest, to the Company or otherwise, the security interest evidenced by this Custody and Security Agreement in the Collateral so released will terminate and be of no further force and effect.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Upon written demand of the Escrow Agent Trustee, accompanied by a statement that there has occurred and is continuing under the Indenture an Event of Default, and continuing until such demand is rescinded, the Bank shall have received a certificate from pay to the Issuer Trustee all amounts then or thereafter on deposit in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”)Lockbox Account, executed to be applied by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that as provided under the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateSecurity Documents. (b) If So long as the Escrow Agent Bank shall not have received a certificate written demand from the Issuer Trustee under paragraph (a), on the fifth (5th) Business Day preceding the end of each month during the Applicable Period, the Bank shall withdraw and pay (or deposit in another, unrestricted account, at the direction of the appropriate party listed below) from the amounts on deposit in the form attached hereto Lockbox Account the following amounts in the order indicated to the extent funds are available in the Lockbox Account: (1) to the Bank, the amount of fees and expenses that are then payable to the Bank under Section 9; (2) to the Trustee, the amount certified by the Trustee as Exhibit C the amount of any fees or expenses that are then payable to the Trustee under the Security Documents; (3) to the “Redemption Release Certificate”)Company, executed the amount specified in a Company Request as the amount of ordinary and necessary payments due from the Company for the following month, including, without limitation, payments for operations and regularly scheduled debt service; (4) to the Trustee, the amount certified by one the Trustee as the amount necessary to provide for the payment of the authorized signatories listed principal and interest then due or (based on Exhibit E-1 to this Agreementreceipt by the Trustee on a monthly basis of a proportional amount of principal and accrued interest) becoming due on the Outstanding Secured Obligations during the following month, then for deposit as Trust Moneys under the Escrow Agent shall liquidate and transfer Indenture; (5) to the Paying Agent all Escrow Property Company, the amount specified in a Company Request as the amount of expenditures approved for the following month in accordance with a capital expenditure budget approved by the instructions RUS; (6) to the Company, the amount specified in a Company Request as the amount of expenditures for the following month approved in writing by the RUS for other purposes; and (7) to the payment of any amounts due under Obligations to maintain the value of reserve funds established and maintained in connection with debt securities (A) secured by a pledge of certain Obligations, (B) issued on behalf of the Company and (C) with respect to which and opinion was delivered on the date requested therein (or, if of the issuance of such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing securities to the Issuer and the Trustee effect that the Escrow Property has been released by it in accordance with interest on such securities is excluded from the Redemption Release Certificategross income of the holder of such securities pursuant to the Internal Revenue Code, as amended. (c) If there is any Escrow Property Any amounts remaining on deposit in the Escrow Lockbox Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other the day following the end of the month in which (i) a Highest Oversight Period no longer exists (as evidenced by an Officers' Certificate and a notice from the Issuer RUS to such effect) or (each ii) this Agreement terminates pursuant to Section 13, shall be paid to the Company in accordance with, and upon receipt of, a Company Request, to be used for any lawful purpose. (d) Pending disbursements of which are hereby waived the amounts on deposit in the Lockbox Account, the Bank shall promptly invest and reinvest such amounts in the Defeasance Securities specified in any Company Order or in such other investments as may be approved in writing by the IssuerRUS. (e) or any other person Any amounts deposited in the Lockbox Account that do not constitute Pledged Revenues, as identified to the contraryBank in writing by either of the RUS or the Trustee, the Escrow Agent shall liquidate and transfer be promptly paid to the Paying Agent all Escrow Property on January 3Company (unless such error is identified during any period described in paragraph (a), 2014in which case such amounts so identified shall be paid to the Trustee). The Escrow Agent shall confirm in writing Company agrees to promptly notify both of the Trustee and the Issuer that RUS of any deposits into the Escrow Property has been released by it in accordance with this Section 2.3(c)Lockbox Account of any amounts not constituting Pledged Revenues.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first four scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Pledged Account and pay to the Holders of the Notes proceeds to provide for payment, in whole or in part, of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will (i) issue a Payment Order (as defined in the form attached hereto as Exhibit B-1 Control Agreement) to the Account Holder for the release from the Pledged Account of such funds to the Trustee in accordance with such Issuer Order and (ii) pay such funds to the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions Indenture and the Notes. In the event that the funds released from the Pledged Account on any interest payment date are not sufficient to pay in full the interest due on the Notes on such interest payment date requested therein (ora "Shortfall"), nothing in this Section 5 shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay such Shortfall to the Holders of the Notes on such interest payment date; provided, however, that no such Shortfall shall be paid from proceeds of the Collateral unless such proceeds constitute a Surplus (as defined below). Furthermore, nothing in this Pledge Agreement shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay Payment Upon Conversion, if such requested any. In the event that the funds available for release from the Pledged Account on any interest payment date is not a Business Day, exceed the interest due on the following Business DayNotes on such interest payment date (a "Surplus"), which requested disbursement date such Surplus shall be no later than December 30retained in the Pledged Account and may be applied to the next Shortfall(s), 2013 (if any. Nothing in this Section 5 shall affect the “Redemption Deadline”) and no earlier than (i) Trustee's rights to apply the day on which Collateral to the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) payments of amounts due on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any of the first four scheduled interest payments on the Notes or portion of such an interest payment from a certificate source of funds other than the Pledged Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to issue a Payment Order (as defined in the Control Agreement) to the Account Holder for the release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Issuer Pledged Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment; provided, however, that the foregoing shall not apply in the form attached hereto as Exhibit C (event that such payment of Pledgor Funds is made in order to compensate for any Shortfall. Upon receipt by the “Redemption Release Certificate”)Trustee of such Issuer Order and provided the Trustee has received such interest payment, executed by one of the authorized signatories listed on Exhibit E-1 Trustee shall direct the Account Holder pursuant to this Agreement, then the Escrow Agent shall liquidate and transfer a Payment Order to pay over to the Paying Agent all Escrow Property Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificatePledged Account as soon as practicable. (c) At least three Business Days prior to the due date of each of the first four scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledged Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 11:00 a.m. (New York City time) on such interest payment date. If there no such notice is any Escrow Property given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment of the interest then due from the Pledged Account. (d) The Trustee shall instruct the Account Holder to liquidate Collateral in the Escrow Pledged Account (pursuant to written instructions from the Pledgor) in order to make any of the first four scheduled interest payments on the Notes, unless there are sufficient funds in the Pledged Account on or after December 31, 2013 then, notwithstanding such applicable interest payment date. The Trustee shall be entitled to instruct the Account Holder to sell any objection, claim, demand or other notice from Collateral as contemplated in the Issuer prior sentence prior to the maturity of such Collateral and shall not be responsible for any costs and expenses of such sale. (each e) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any of which are hereby waived by the Issuer) Pledged Security Entitlements or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any Pledged Security Entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the contraryPledged Financial Assets or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and transfer subject to the Paying Agent all Escrow Property exclusive control (except as expressly provided in Sections 5(a) and (b) hereof prior to an Event of Default) of the Trustee in its capacity as such (and not as a securities intermediary) before the payment in full, when due, of the first four scheduled interest payments on January 3, 2014the Notes. The Escrow Agent shall confirm in writing to Pledgor acknowledges, confirms and agrees that the Trustee is an entitlement holder of the Pledged Security Entitlements solely as Trustee for the Holders of the Notes and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If The LLC is not required to obtain a minimum amount of subscriptions before it may consummate the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one initial closing of the authorized signatories purchase and sale of Interests. A closing (each, a “Closing”) will immediately follow acceptance by the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Manager of LLC of each Subscriber in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateOffering. (b) If At such time as the Escrow Agent shall have has received a certificate written notice from the Issuer LLC and the Subscriber Representative that (i) a minimum of 7.5 Interests ($3,750,000) in the form attached hereto as Exhibit C LLC have been subscribed for and (ii) the Escrow Agent has received written notice from the LLC and the Subscriber Representative that the Subscriber’s I-526 Immigrant Petition for Alien Entrepreneur (“I-526 Petition”) has been filed with U.S. Citizenship and Immigration Services, the Escrow Agent shall, subject to the receipt of the Subscription Proceeds for such Subscriber, and further provided that such funds constitute Available Funds, disburse the Subscriber’s Subscription Proceeds, less ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000) which will be held in a holdback subaccount (the “Redemption Release CertificateSubscription Holdback Account”) within the Escrow Account, subject to the early withdrawal of funds in such Subscription Holdback Account pursuant to Section 4(c), executed by one to the account of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property LLC in accordance with written directions provided by the instructions LLC and on Subscriber Representative. Funds held in the date requested therein (or, if such requested date Subscription Holdback Account shall be disbursed in $125,000 increments upon written instruction solely of the LLC and Subscriber Representative as each I-526 Petition is approved by U.S. Citizenship and Immigration Services. In the event that a minimum of 7.5 Interests is not a Business Dayachieved, on the following Business Day), which requested disbursement date shall Subscription Proceeds for each Subscriber will be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing released to the Issuer LLC upon each I-526 Petition approval by USCIS. At such time as all Subscribers’ Form I-526 Petitions have been either approved, denied or otherwise processed by the USCIS and all Subscription Proceeds have either returned to the Trustee that the Escrow Property has Subscriber or been released by it disbursed in accordance with directions provided by the Redemption Release CertificateLLC and the Subscriber Representative, this Agreement (except as otherwise provided herein) shall terminate. (c) If there is any Escrow Property in In the event the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other Agent receives written notice from the Issuer (each of which are hereby waived LLC and the Subscriber Representative that a Subscriber’s Form I-526 Petition has been denied by the Issuer) or any other person to the contraryUSCIS, the Escrow Agent shall liquidate return such denied Subscriber’s Subscription Proceeds of $125,000 remaining in the Subscription Holdback Amount, if such amount is available in the Subscription Holdback Account, to an operating account of the LLC, without deduction or payment of interest. The LLC and transfer the Subscriber Representative shall also provide written instructions to the Paying Escrow Agent all to release an additional $375,000 from the Subscription Holdback Account (in the case where the denied Subscriber’s Holdback Amount is refunded by the Escrow Property on January 3, 2014Agent or $500,000 in the case where the denied Subscriber’s Holdback amount has been previously released to the LLC’s general operating account) to be distributed and disbursed to the general operating account of the LLC so the LLC can continue operations without deficit being caused by the refund of the denied investor’s capital contribution in accordance with the terms and conditions set forth in the LLC’s Operating Agreement. The Escrow Agent shall confirm rely upon the LLC and the Subscriber Representative to designate, in writing writing, the Subscribers whose Holdback Amounts shall be advanced to the Trustee LLC’s general operating account for this purpose. In the event there are insufficient funds available in the Subscription Holdback Account or the LLC’s general operating account to refund all of the $500,000 Subscription Proceeds to the denied Subscriber, then such refund may be delayed until there is at least $500,000 of funds in the Subscription Holdback Account to enable the refund to the denied Subscriber (taking into account any portion of the Holdback Amount of such denied Subscriber then remaining in the Subscription Holdback Account which would be applied towards such refund). In the event the LLC is unable to refund a denied Investing Member’s $500,000 Subscription Proceeds, the LLC shall use best efforts to substitute the denied Investing Member with the next Investing Member who subscribes and places the Issuer that $500,000 Subscription Proceeds with the Escrow Property has Agent (the “Substituting Investing Member”). Notwithstanding the foregoing, no such substitution shall be made at such time as all of the Preferred Units have been released purchased by it the LLC. Escrow Agent shall have no liability to the LLC, Subscriber Representative, Administrative Agent or any Subscriber in the event that any or all of the Subscription Proceeds are not returned to a Subscriber for any reason in accordance with the provisions of this Section 2.3(c4(c). (d) The LLC shall provide a copy of this Agreement to each Subscriber, who shall sign an acknowledgement to be bound by the provisions hereof.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Issuer in Pledged Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will release funds in an amount sufficient to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with such Issuer Order and the instructions payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Security Entitlements in the Pledged Account. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If KMC makes any interest payment or portion of an interest payment for which the Escrow Agent shall have received Collateral is security from a certificate source of funds other than the Pledged Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledged Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of such Issuer Order and provided the Trustee has received such interest payment, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the form attached hereto Pledged Account as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatesoon as practicable. (c) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledged Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If there no such notice is any Escrow Property given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledged Account. (d) The Trustee shall liquidate Collateral in the Escrow Pledged Account (pursuant to written instructions from the Pledgor) in order to make any scheduled payment of interest pursuant to the Notes, unless there are sufficient funds in the Pledged Account on such interest payment date. (e) Nothing contained in this Pledge Agreement shall (i) afford KMC or after December 31, 2013 then, notwithstanding the Pledgor any objection, claim, demand or other notice from right to issue entitlement orders with respect to any of the Issuer (each of which are hereby waived by the Issuer) Pledged Security Entitlements or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any Pledged Security Entitlement or (ii) otherwise give rise to any rights of KMC or the Pledgor with respect to the contraryPledged Security Entitlements or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor's rights under this Pledge Agreement as the beneficial owner of Collateral pledged to and transfer subject to the Paying Agent all Escrow Property on January 3, 2014exclusive dominion and control (except as expressly provided in Sections 5(a) and (b) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Escrow Agent shall confirm Pledgor acknowledges, confirms and agrees, in writing to such capacity, that the Trustee is an entitlement holder of the Pledged Security Entitlements solely as Trustee for the itself and Holders of the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)Notes and not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Issuer in Pledge Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will release funds in an amount sufficient to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with such Issuer Order and the instructions payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a certificate source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of such Issuer Order and provided the Trustee has received such interest payment, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the form attached hereto Pledge Account as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatesoon as practicable. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first six scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or after December 31to the Pledgor's Designee. Upon receipt of an Issuer Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceeds the amount required to be held in the Pledge Account) the Trustee shall pay over to the Pledgor or the Pledgor's Designee, 2013 thenas the case may be, notwithstanding any objectionsuch excess amount. 7 (d) Upon payment in full of the first six scheduled interest payments on the Notes, claimthe security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, demand or other notice upon the release of any Collateral from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 2.3(c4(a) or 4(b) above and the respective amounts of interest that will be paid from the Pledge Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If no such notice is given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) above as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledge Account. (f) The Trustee shall liquidate Collateral in the Pledge Account (pursuant to written instructions from Pledgor) in order to make any scheduled payment of interest unless there are sufficient funds in the Pledge Account on such interest payment date. (g) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 5(a)., (b) and (c) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Trustee holds a security to the Pledged Securities solely as Trustee for the Holders of the Notes and not as a securities intermediary. 8

Disbursements. The Escrow Agent So long as no Default has occurred and is directed continuing, and so long as Lender has not otherwise elected to apply Net Proceeds to the Debt pursuant to Section 7.4(c) or Section 7.4(d) hereof, during the period of any Restoration and during the extended period of indemnity described in Section 7.1(a)(iii) hereof (collectively, the “Restoration Period”), upon the written request of Borrower, which request shall distribute be made no more often than one time in any calendar month, Lender will disburse funds in the Escrow Property Business Interruption Insurance Account to Borrower, as and when the lost rental income covered by such insurance would have been payable, to pay the following items in the following mannerorder of priority to the extent that Rents collected by Borrower are insufficient to pay the following items: (a) If First, to Lender, funds sufficient to pay the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Monthly Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate.Tax Deposit; (b) If Next, to Lender, funds sufficient to pay the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate.Monthly Insurance Premium Deposit; (c) If there is Next, to Lender, funds sufficient to pay the Monthly Debt Service Payment Amount; (d) Next, to Lender, funds sufficient to pay late payment charges and any Escrow Property other amounts then due under the Loan Documents including, without limitation, any unpaid reimbursable costs and expenses incurred by Lender on Borrower’s behalf or in the Escrow enforcement of Lender’s rights under the Loan Documents, if any; (e) Next, to Lender, funds sufficient to pay the Replacement Reserve Monthly Deposit; (f) Next, to Lender, funds sufficient to pay the TILC Reserve Monthly Deposit; (g) Next, to Borrower, funds sufficient to pay all Operating Expenses due pursuant to an Annual Budget for such calendar month, to the extent such Operating Expenses are fixed expenses that are incurred during any Restoration Period; (h) Next, to Servicer, for the payment of the Servicing Fee; and (i) So long as no Default has occurred or is continuing, any amount remaining in the Business Interruption Insurance Account on after the Restoration Period, net of any reasonable costs and expenses incurred by Lender in connection with the Restoration or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice the disbursements from the Issuer (each of which are hereby waived by the Issuer) or any other person Business Interruption Insurance Account, shall be returned to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)Borrower.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Not less than one Business Day prior to the Escrow Agent shall have received a certificate date of each of the Secured Payments, the Pledgor is entitled to direct the Trustee in writing to transfer from the Issuer Pledge Account to the Trustee in the form attached hereto its capacity as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Paying Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Dayapplicable, any successor Paying Agent), United States dollars in immediately available funds necessary to provide for payment in full of or any portion of the next regularly scheduled interest payment on the following Business Day)Notes. Upon receipt of such written request, which requested disbursement date the Trustee shall be no later than December 30take such action as is necessary to provide for the timely payment of such amount of United States dollars in immediately available funds directly to the Trustee as Paying Agent (or, 2013 (the “Redemption Deadline”if applicable, any successor Paying Agent) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request from proceeds of the Issuer delivered simultaneously with Pledged Securities held in the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificatePledge Account. (b) If the Escrow Agent shall have received Pledgor elects to pay any Secured Payment (or any portion thereof) from a certificate from source of funds other than the Issuer in the form attached hereto as Exhibit C Pledge Account (the “Redemption Release Certificate”"Pledgor's Funds"), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer Pledgor may on at least two Business Days' prior written notice, after payment in full in cash of such Secured Payment (evidenced by an Officers' Certificate delivered to the Paying Agent all Escrow Property Trustee stating that such regularly scheduled interest payment has been made in accordance with the instructions and on terms of the date requested therein (or, if such requested date is not a Business Day, on the following Business DayIndenture), which requested disbursement date shall be no earlier than direct the Trustee in writing to release to the Pledgor (or as it may direct) an amount of funds or Pledged Securities, at the Pledgor's sole option, from the Pledge Account not to exceed the amount of Pledgor's Funds so expended, without accounting for any Pledgor's Funds so expended in payment of Defaulted Interest. Upon receipt of such written direction from the Pledgor, together with (i) the day on which certificate described in the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or preceding sentence and (ii) the written report of an internationally recognized firm of independent certified public accountants selected by the Pledgor and addressed to the Trustee certifying that the scheduled payments of principal of and interest on the next Business Day if Pledged Securities exceeds 100% of the Escrow Agent receives amount in cash sufficient to provide for timely payment in full of the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that Secured Payments (or, in the event any Secured Payments have been made, an amount in cash sufficient to provide for timely payment in full of the remaining unpaid Secured Payments), the Trustee shall take such action as is not a Business Day. The Escrow Agent shall confirm in writing necessary to provide for the prompt payment to the Issuer and Pledgor of the Trustee that amount of funds or Pledged Securities requested from the Escrow Property has been released by it in accordance with the Redemption Release CertificatePledge Account. (c) If there is at any Escrow Property time the scheduled payments of principal of and interest on the Pledged Securities exceeds 100% of the amount in cash sufficient, based on a written report of an internationally recognized firm of independent certified public accountants selected by the Pledgor and addressed to the Trustee, to provide for timely payment in full of the Secured Payments (or, in the Escrow Account on or after December 31event any Secured Payments have been made, 2013 then, notwithstanding any objection, claim, demand or other notice from an amount in cash sufficient to provide for timely payment in full of the Issuer (each of which are hereby waived by the Issuer) or any other person to the contraryremaining unpaid Secured Payments), the Escrow Agent shall liquidate and transfer to Pledgor may direct the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm Trustee in writing to release to the Pledgor (or as it may direct) an amount of funds or Pledged Securities, at the Pledgor's sole option, not to exceed such excess. Upon receipt of such written direction from the Pledgor, together with such report of such internationally recognized firm of independent certified public accountants, the Trustee and shall take such action as is necessary to provide for the Issuer prompt payment to the Pledgor of the amount of funds or Pledged Securities equal to such excess, as identified in such report. (d) Upon payment in full of the Secured Payments, evidenced by an Officers' Certificate delivered to the Trustee stating that the Escrow Property has such regularly scheduled interest payments have been released by it made in full in accordance with the Indenture, then so long as no Default or Event of Default shall have occurred and be continuing, (i) the security interest in the Collateral evidenced by this Section 2.3(c)Agreement shall terminate and be of no further force and effect and (ii) any funds remaining in the Pledge Account will be promptly returned to the Pledgor. Furthermore, upon release of any Collateral from the Pledge Account in accordance with the terms of this Agreement, the security interest evidenced by this Agreement in the Collateral so released shall terminate and be of no further force and effect.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first five scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "ISSUER ORDER"), direct the Trustee to release from the Issuer in Collateral Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer listed Order, the Trustee will release funds in an amount sufficient to provide for the payment in full of such interest then due on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with such Issuer Order and the instructions payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Collateral Account. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a certificate source of funds other than the Collateral Account ("PLEDGOR FUNDS"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "PLEDGOR'S DESIGNEE") proceeds from the Issuer Collateral Account in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer an amount less than or equal to the Paying Agent all Escrow Property amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of (i) such Issuer Order and (ii) payment in full of such interest payment, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, proceeds from the Collateral Account in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateOrder as soon as practicable. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account written opinion of an internationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first five scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or after December 31to the Pledgor's Designee. Upon receipt of an Issuer Order (which shall include a certificate from such internationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceeds the amount required to be held in the Collateral Account) the Trustee shall pay over to the Pledgor or the Pledgor's Designee, 2013 thenas the case may be, notwithstanding any objectionsuch excess amount. (d) Upon payment in full of the first five scheduled interest payments on the Notes, claimthe security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor or the Pledgor's Designee, demand or other notice as the case may be. Furthermore, upon the release of any Collateral from the Issuer Collateral Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of which are hereby waived the first five scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by the IssuerIssuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Collateral Account and from Pledgor Funds. Any Pledgor Funds to be used to make any other person interest payment shall be delivered to the contraryTrustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If no such notice is given or such Pledgor Funds have not been so delivered, the Escrow Agent shall liquidate and transfer Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the Paying Agent all Escrow Property payment in full of the interest then due from the Collateral Account. (f) If on January 3, 2014. The Escrow Agent shall confirm any interest payment date there are insufficient funds in writing the Collateral Account to make any scheduled payment of interest (after taking into account any Pledgor Funds delivered to the Trustee as provided in Section 5(b) above), the Trustee shall liquidate Collateral in the Collateral Account to the extent necessary to pay, in full, such scheduled payment of interest. The Trustee will not charge any fee in connection with any necessary conversion of the legacy currency of any participating member state in the European Monetary Union into Euro, whether such legacy currency is on deposit in the Collateral Account, received by the Trustee as a payment from the Pledgor or under any item of Collateral, or received by the Trustee upon the liquidation of any item of Collateral. (g) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the Issuer exclusive dominion and control (except as expressly provided in Sections 5(a), (b), (c), (d), (e) and (f) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Escrow Property has been released by it in accordance with this Section 2.3(c)Trustee holds a security interest to the Pledged Securities solely as Trustee for the Holders of the Notes and not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and Trustee shall distribute hold the Escrow Property Collateral in the following mannerPledge Account and release the same, or a portion thereof, only as follows: (a) If At least three Business Day prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "Issuer Order"), direct the Trustee to release from the Issuer Pledge Account and pay to the Holders of the Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes; provided, however, that in the form attached event Collateral is required to be liquidated, the Pledgor will give the Trustee at least five Business Days' notice as to whether payment of interest will be made pursuant to this Section 6(a) or pursuant to Section 6(b). If no such notice is given and no such Issuer Order is provided, the Trustee will act pursuant to this Section 6(a) as if it had received an Issuer Order pursuant hereto as Exhibit B-1 (for the “Anticipated Consummation Release Certificate”), executed by one payment in full of the authorized signatories interest then due. Upon receipt of an Issuer Order or upon the Pledgor's failure to give either such notice or such Issuer Order in a timely manner, the Trustee will take any action necessary to provide for the payment of the Issuer listed interest on Exhibit E-1 the Notes to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Holders of the Notes in accordance with the instructions payment provisions of the Indenture from (and to the extent of) proceeds of the Collateral in the Pledge Account. Nothing in this Section 6 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee by Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of such Issuer Order by the Trustee, the Trustee shall have received pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Pledge Account. Concurrently with any release of funds to the Pledgor pursuant to this Section 6(b), the Pledgor shall deliver to the Trustee a certificate signed by an officer of the Pledgor stating that the Pledgor has made the interest payment from a source of funds other than the Issuer Pledge Account, and that such release has been duly authorized by the Pledgor and will not violate any provision of applicable law or the Certificate of Incorporation or the By-laws of the Pledgor or any material agreement or instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any Lien on any assets of the authorized signatories listed on Exhibit E-1 to Pledgor, except for the security interest granted under this Pledge Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property Upon the Termination Date, the security interest in the Escrow Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect, and the Collateral, upon receipt by the Trustee of an Issuer Order, shall promptly be paid over and transferred to the Pledgor. (d) In the event that the Collateral held in the Pledge Account exceeds 100% of the amount sufficient, in the written opinion of the Accounting Firm, to provide for payment in full of the first six scheduled interest payments due on or after December 31the Notes (or, 2013 then, notwithstanding in the event an interest (e) Upon the release of any objection, claim, demand or other notice Collateral from the Issuer Pledge Account in accordance with the terms of this Pledge Agreement, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (each of which are hereby waived by the Issuerf) Nothing contained in Section 1, this Section 6, Section 13, or any other person provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue Entitlement Orders with respect to any Security Entitlement to the contraryPledged Securities or Collateral Investments or any Securities Account in which any such Security Entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor control of any such Security Entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Paying Agent all Escrow Property on January 3Collateral Investments, 2014any Security Entitlement thereto or any Securities Account in which any such Security Entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of Collateral pledged to and subject to the exclusive dominion and control (including, without limitation, Securities Control) (except as expressly provided in this Section 6) of the Trustee in its capacity as such (and not as a Securities Intermediary). The Escrow Agent shall confirm in writing Pledgor acknowledges, confirms and agrees that the Trustee holds a Security Entitlement to the Trustee Collateral Investments solely as trustee for the Holders of the Notes and not as a Securities Intermediary for the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)Pledgor.

Disbursements. The Escrow 4.1 Up to five (5) Business Days prior to the date of any of the first two scheduled interest payments due on the Notes, the Pledgor may, in writing, direct the Trustee to transfer from the Pledge Account to the Trustee in its capacity as Paying Agent is directed funds necessary to provide for payment in full or any portion of the next scheduled interest payment on the Notes. Upon receipt of such written request, the Trustee will take any action necessary to provide for the payment of such interest payment on the Notes directly to the Holders of Notes from proceeds of the Pledged Securities in the Pledge Account. 4.2 If the Pledgor makes any interest payment or portion of an interest payment for which the Pledged Securities are collateral from a source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee in writing to release to the Pledgor or at the direction of the Pledgor an amount of funds from the Pledge Account less than or equal to the amount of Pledgor Funds so expended. Upon receipt of a direction from the Pledgor and shall distribute any other documentation reasonably satisfactory to the Escrow Property Trustee to substantiate such use of Pledgor Funds by the Pledgor (including the certificate described in the following manner: (a) If sentence), the Escrow Agent shall have received Trustee will take any action necessary to enable it to pay over to the Pledgor the requested amount. Concurrently with any release of funds to the Pledgor pursuant to this Section 4.2, the Pledgor will deliver to the Trustee a certificate signed by an executive officer of the Pledgor stating that such use of Pledgor Funds has been duly authorized by all necessary corporate action, and does not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation of the Pledgor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Pledgor or result in the creation or imposition of any Lien on any assets of the Pledgor. 4.3 If at any time the amount of Pledged Securities exceeds 100% of the amount sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the first two scheduled interest payments due on the Notes (or, in the event an interest payment or payments have been made, an amount sufficient to provide for payment in full of any interest payments then remaining, up to and including the second scheduled interest payment), the Pledgor may direct the Trustee in writing to release any such overfunding to it. Upon receipt of a request from the Issuer Pledgor and any other documentation reasonably satisfactory to the Trustee to substantiate such excess, the Trustee will pay over to the Pledgor any such overfunded amount. 4.4 Upon payment in full of the first two scheduled interest payments on the Notes, the security interest in the form attached hereto as Exhibit B-1 (Collateral evidenced by this Pledge Agreement will terminate and be of no further force and effect. Furthermore, upon the “Anticipated Consummation Release Certificate”), executed by one release of any Collateral from the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Pledge Account in accordance with the instructions and on the date requested therein (orterms of this Pledge Agreement, if such requested date is not a Business Daywhether upon release of Collateral to Holders as payment of interest, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to Company or otherwise, the Issuer and the Trustee that the Escrow Property has been transferred security interest evidenced by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer this Pledge Agreement in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one Collateral so released will terminate and be of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate no further force and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificateeffect. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the date of any of the first thirteen scheduled dividend payments on the Preferred Securities, the Issuer shall, pursuant to written instructions given by the Issuer to the Escrow Agent shall have received a certificate from the (an "Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”Order"), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then direct the Escrow Agent shall liquidateto release from the ------------ Escrow Account and pay to the Holders of the Preferred Securities proceeds sufficient to provide for payment in full of such dividend payment then due on the Preferred Securities. Upon receipt of an Issuer Order, the Escrow Agent will release and deliver all Escrow Property funds in an amount sufficient to provide for the payment of the dividend on the Preferred Securities in accordance with the instructions Issuer Order and on the date requested therein payment provisions of the LLC Agreement to the Holders of the Preferred Securities from (or, if such requested date is not a Business Day, on and to the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (extent of) proceeds of the “Redemption Deadline”) and no earlier than (i) the day on which Pledged Securities in the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateAccount. (b) If the Issuer makes any dividend payment or portion of a dividend payment for which the Collateral is security from a source of funds other than the Escrow Account ("Issuer Funds"), the Issuer may, after payment in ------------ full of such dividend payment, direct the Escrow Agent shall have received a certificate pursuant to an Issuer Order to release to the Issuer or to another party at the direction of the Issuer (the "Issuer's -------- Designee") proceeds from the Escrow Account in an amount -------- less than or equal to the amount of Issuer in Funds applied to such dividend payment. Upon receipt by the form attached hereto as Exhibit C (Escrow Agent of such Issuer Order and provided the “Redemption Release Certificate”)Escrow Agent has received such dividend payment, executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing pay over to the Issuer and or the Trustee that Issuer's Designee, as the case may be, the requested amount from proceeds in the Escrow Property has been released by it in accordance with the Redemption Release CertificateAccount as soon as practicable. (c) Upon (i) payment in full of the first thirteen scheduled dividend payments on the Preferred Securities or (ii) exchange of all of the Preferred Securities into shares of ICG Common Stock, the security interest in the Collateral (except, with respect to subsection (ii) in this Section 4(c), the Class of Pledged Securities (as defined below), if any, that will mature within 15 days from the date of such exchange) evidenced by this Escrow Agreement and held in the Escrow Account will automatically terminate and be of no further force and effect and the Collateral (except, with respect to subsection (ii) in this Section 4(c), the Class of Pledged Securities, if any, that will mature within 15 days from the date of such exchange) shall promptly be paid over and transferred to the Issuer. Furthermore, upon the release of any Collateral from the Escrow Account in accordance with the terms of this Escrow Agreement, whether upon release of Collateral to Holders as payment of dividends or otherwise, the security interest evidenced by this Escrow Agreement in such released Collateral will automatically terminate and be of no further force and effect. (d) At least three Business Days prior to the due date of each of the first thirteen scheduled dividend payments on the Preferred Securities, the Issuer shall give the Escrow Agent notice (by Issuer Order) as to whether such dividend payment will be made pursuant to Section 4(a) or 4(b) and the respective amounts of the dividend that will be paid from the Escrow Account and from Issuer Funds. Any Issuer Funds to be used to make any dividend payment shall be delivered to the Escrow Agent, in immediately available funds, prior to 10 a.m. one business day prior to such dividend payment date. If no such notice is given or such Issuer Funds have not been so delivered, the Escrow Agent will act pursuant to Section 4(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the dividend then due from the Escrow Account. (e) Upon any Provisional Redemption, the Escrow Agent, pursuant to a written instruction given by the Issuer to the Escrow Agent, shall release from the Escrow Account and pay the Holders whose Preferred Securities are being redeemed pursuant to such Provisional Redemption, such Holders' pro rata share of the entire Collateral. (f) The Escrow Agent shall liquidate Collateral in the Escrow Account (pursuant to written instructions from Issuer) in order to make any scheduled payment of dividends or payment pursuant to Section 4(e) above unless there is any Escrow Property are sufficient funds in the Escrow Account on or after December 31such dividend payment date. (g) In the event that, 2013 thenprior to November 15, notwithstanding any objection2000, claima holder of the Preferred Securities exchanges such Preferred Securities with the Issuer for shares of ICG Common Stock in accordance with the LLC Agreement, demand or other the Escrow Agent, pursuant to a written notice of the Issuer, shall release from the Issuer Escrow Account an amount of each Class of Pledged Securities (each other than the Class of Pledged Securities, if any, that will mature within 15 days from the date of such exchange) that are then held in the Escrow Account equal to all of the Pledged Securities in such Class of Pledged Securities multiplied by a fraction, the numerator of which is the number of Preferred Securities which are hereby waived by being exchanged and the Issuer) or any other person to denominator of which is all of the contraryoutstanding Preferred Securities; provided however, that the Escrow Agent shall liquidate and transfer only release each such Class of Pledged Securities to the Paying extent that it receives from an officer of the Issuer a written notice stating that it is his/her reasonable opinion that after such release, the Pledged Securities remaining in the Escrow Account will be sufficient upon receipt of scheduled interest and/or principal payment of all remaining Pledged Securities thereafter held in the Pledged Account to provide payment for the remaining cash dividends due on the Preferred Securities. Each group of Pledged Securities that will mature on or about a dividend payment date with respect to the Preferred Securities shall be considered, for purposes of this Section 4, a "Class of Pledged Securities". (h) Nothing contained in this Escrow Agreement shall (i) afford the Issuer any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Issuer control of any such security entitlement or (ii) otherwise give rise to any rights of the Issuer with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Issuer's rights under this Escrow Agreement as the beneficial owner of Collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 4(a), (b), (c), (e) and (g) hereof) of the Escrow Agent all Escrow Property on January 3, 2014in its capacity as such (and not as a securities intermediary). The Escrow Agent shall confirm in writing to the Trustee Issuer acknowledges, confirms and the Issuer agrees that the Escrow Property has been released by it in accordance with this Section 2.3(c)Agent is an entitlement holder of the security entitlements to the Pledged Securities solely as Escrow Agent for the Holders of the Preferred Securities and not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Up to five (5) Business Days prior to the Escrow Agent shall have received due date of any of the first three scheduled interest payments on the Notes the Pledgor may, pursuant to a certificate Request, irrevocably direct the Trustee to release from the Issuer Interest Escrow Account funds sufficient to provide for payment in full of such interest payment then due. Upon receipt of such Request, the form attached hereto as Exhibit B-1 (Trustee will take any action necessary to provide for the “Anticipated Consummation Release Certificate”), executed by one payment of such interest payment on the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions payment provisions of the Indenture to the Holders of Notes from (and on to the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (iextent of) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request Cash Collateral and/or proceeds of the Issuer delivered simultaneously with Pledged Securities in the Anticipated Consummation Release Certificate the Interest Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateAccount. (b) If the Pledgor makes any interest payment for which the Cash Collateral or the Pledged Securities are collateral from a source of funds other than the Interest Escrow Agent shall have received a certificate Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee to release to the Pledgor or at the direction of the Pledgor an amount of funds from the Issuer Interest Escrow Account less than or equal to the amount of such interest payment. Upon receipt of a Request from the Pledgor and any other documentation reasonably satisfactory to the Trustee to substantiate such use of Pledgor Funds by the Pledgor (including the certificate described in the form attached hereto as Exhibit C (the “Redemption Release Certificate”following sentence), executed by one the Trustee will pay over to the Pledgor the requested amount from (and to the extent of) the Cash Collateral or proceeds of the authorized signatories listed on Exhibit E-1 Pledged Securities in the Interest Escrow Account. Concurrently with any release of funds to the Pledgor pursuant to this AgreementSection 4(b), then the Escrow Agent shall liquidate and transfer Pledgor will deliver to the Paying Agent Trustee an Officers' Certificate stating that such release has been duly authorized by all Escrow Property in accordance with the instructions necessary corporate action, and on the date requested therein (or, if such requested date is does not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Daycontravene, or (ii) constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation of the Pledgor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Pledgor or result in the creation or imposition of any Lien on any assets of the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificatePledgor. (c) If there is at any Escrow Property time the amount of Cash Collateral and/or Pledged Securities (as applicable) exceeds 100% of the amount sufficient (if Pledged Securities have been pledged hereunder, in the Escrow Account opinion (expressed in a written certification thereof delivered to the Trustee) of a nationally recognized firm of independent public accountants selected by the Pledgor), to (upon receipt of scheduled principal and interest payments on such Pledged Securities, if any) provide for payment in full of the first three scheduled interest payments due on the Notes (or, in the event an interest payment or after December 31payments have been made, 2013 an amount sufficient to provide for payment in full of any interest payments then remaining up to and including the third scheduled interest payment) then, notwithstanding any objection, claim, demand or other notice upon receipt of a Request from the Issuer (each of which are hereby waived by the Issuer) or Pledgor and any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing documentation reasonably satisfactory to the Trustee to substantiate such excess (including without limitation a written certification from such accountants), the Trustee will pay over to the Pledgor the amount of such excess. (d) Upon payment in full of the first three scheduled interest payments due on the Notes, the security interest in the Pledged Collateral evidenced by this Note Pledge Agreement will terminate and be of no further force and effect. Furthermore, upon the Issuer that release of any Pledged Collateral from the Interest Escrow Property has been released by it Account in accordance with the terms of this Section 2.3(c)Note Pledge Agreement, the security interest evidenced by this Note Pledge Agreement will terminate and be of no further force and effect with respect to such Pledged Collateral.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If At least three Business Days prior to the due date of each of the fourth or the fifth scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (a "COMPANY ORDER"), direct the Trustee to release from the Escrow Agent shall have received a certificate from Account and pay to the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes on behalf of the Issuer listed proceeds sufficient to provide for payment in full of such interest then due on Exhibit E-1 the Notes. Upon receipt of a Company Order, the Trustee will take any action necessary to this Agreement, then provide for the Escrow Agent shall liquidate, release and deliver all Escrow Property payment of the interest on the Notes in accordance with the instructions Company Order and the payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Escrow Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Pledged Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Pledgor makes any interest payment or portion of an interest payment for which the Pledged Collateral is security from a source of funds other than the Escrow Agent Account ("OTHER FUNDS"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to a Company Order to release to the Pledgor or to another party at the direction of the Pledgor (the "PLEDGOR'S DESIGNEE") proceeds from the Escrow Account in an amount less than or equal to the amount of Other Funds applied to such interest payment. Upon receipt by the Trustee of such Company Order and provided the Trustee has received such interest payment, if no Default or Event of Default (as defined in the Indenture) shall have received occurred and be continuing, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Escrow Account as soon as practicable. Concurrently with any release of funds to the Pledgor pursuant to this Section 4(b), the Pledgor shall deliver to the Trustee a certificate signed by an officer of the Pledgor stating that the Pledgor has made the interest payment from a source of funds other than the Issuer Escrow Account, and that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or the Certificate of Incorporation or the By-laws of the Pledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any Lien on any assets of the authorized signatories listed on Exhibit E-1 to this Pledgor, except for the security interest granted under the Pledge Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If at any time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining fourth and fifth scheduled interest payments due on all of the outstanding Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or to any Pledgor's Designee. Upon receipt of a Company Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceed the amount required to be held in the Escrow Account), if no Default or Event of Default (as defined in the Indenture) shall have occurred and be continuing, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, any such excess amount. (d) Upon payment in full of the Outstanding Obligations, or if the Company shall become obligated under the Indenture to redeem all of the outstanding Notes and such Notes shall have been redeemed, then, if no Default or Event of Default (as defined in the Indenture) shall have occurred and be continuing, the security interest in the Pledged Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Pledged Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, upon the release of any Pledged Collateral from the Escrow Account in accordance with the terms of this Pledge Agreement, whether upon release of Pledged Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Pledged Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of the fourth and fifth scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Company Order) as to whether such interest payment will be made pursuant to Section 4(a) or 4(b) and the respective amounts of interest that will be paid from the Escrow Account and from Other Funds. Any Other Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If no such notice is given or such Other Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) as if it had received a Company Order pursuant thereto for the payment in full of the interest then due from the Escrow Account. (f) The Trustee shall liquidate Pledged Collateral in the Escrow Account (pursuant to written instructions from Pledgor) in order to make any scheduled payment of interest unless there is any Escrow Property are sufficient funds in the Escrow Account on or after December 31such interest payment date. (g) Nothing contained in Section 1, 2013 thenSection 3, notwithstanding any objectionthis Section 4, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) Section 11 or any other person provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue Entitlement Orders with respect to any Security Entitlement to the contraryPledged Securities or any Securities Account in which any such Security Entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor rights to of any such Security Entitlement or (ii) except as otherwise specified under this Agreement (or required by applicable law) give rise to any other rights of the Pledgor with respect to the Paying Agent all Escrow Property on January 3Pledged Securities, 2014. The Escrow Agent shall confirm any Security Entitlement thereto or any Securities Account in writing to which any such Security Entitlement may be carried (except as expressly provided in Sections 4(a), (b) and (c) hereof) of the Trustee in its capacity as such (and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(cnot as a securities intermediary).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If At least, three business days prior to the Escrow Agent shall have received a certificate due date of any of the first eight scheduled interest payments on the Solectron Debentures, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to direct the Account Holder to release from the Pledged Account and pay to the Holders of the Solectron Debentures proceeds sufficient to provide for payment in full of such interest then due on the Solectron Debentures. Upon receipt of an Issuer Order, the Trustee will (i) issue a Payment Order (as defined in the form attached hereto as Exhibit B-1 (Control Agreement) to the “Anticipated Consummation Release Certificate”)Account Holder for the release, executed by one on the payment date, from the Pledged Account of funds to the Trustee in an amount sufficient to provide for the payment of the authorized signatories interest on the Solectron Debentures in accordance with such Issuer Order and (ii) pay such funds to the Holders of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Solectron Debentures in accordance with the instructions Solectron Indenture and the Solectron Debentures. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Solectron Debentures upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any of the first eight scheduled interest payments on the Solectron Debentures or portion of such an interest payment from a certificate source of funds other than the Pledged Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to issue a Payment Order (as defined in the Control Agreement) to the Account Holder for the release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") of proceeds from the Pledged Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of such Issuer Order and provided the Trustee has received such interest payment, the Trustee shall direct the Account Holder pursuant to a Payment Order to pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the form attached hereto Pledged Account as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatesoon as practicable. (c) At least three Business Days prior to the due date of each of the first eight scheduled interest payments on the Solectron Debentures, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledged Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If there no such notice is any Escrow Property given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledged Account. (d) The Trustee shall instruct the Account Holder to liquidate Collateral in the Escrow Pledged Account (pursuant to written instructions from Pledgor) in order to make any of the scheduled payments of interest on the Solectron Debentures, unless there are sufficient funds in the Pledged Account on or after December 31, 2013 then, notwithstanding such interest payment date. The Trustee shall be entitled to instruct the Account Holder to sell any objection, claim, demand or other notice from Collateral as contemplated hereunder prior to the Issuer maturity of such Collateral and shall not be responsible for any costs and expenses of such sale. (each e) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any of which are hereby waived by the Issuer) Pledged Security Entitlements or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any Pledged Security Entitlement or (ii) otherwise give rise to any rights of Pledgor with respect to the contraryPledged Financial Assets or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to (except as expressly provided in Sections 5(a) and transfer to (b) hereof) the Paying Agent all Escrow Property Trustee in its capacity as such (and not as a securities intermediary) before the payment in full, when due, of the first eight scheduled interest payments on January 3, 2014the Solectron Debentures. The Escrow Agent shall confirm in writing to Pledgor acknowledges, confirms and agrees that the Trustee is an entitlement holder of the Pledged Security Entitlements solely as Trustee for the Holders of the Solectron Debentures and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If On or prior to the First Interest Payment Date, the Company shall give written notice to the Escrow Agent certifying (i) that all or a portion of the Retained Escrow Funds invested pursuant to Section 1(a)(i) above, and all interest earned on such invested Retained Escrow Funds (collectively, the “First Investment Proceeds”), shall be paid to the Holders of the Notes in respect of accrued interest on their Notes payable on the First Interest Payment Date, and stating the amount to be paid to each such Holder and the manner in which payment is to be made to such Holder, and/or (ii) that the Company has previously made payments on account of such interest pursuant to Section 13 of the Purchase Agreement and/or has elected to make payment of some or all of such accrued interest by means of the issuance of shares of Common Stock of the Company and that, by reason thereof, the portion of the First Investment Proceeds which is not being directed to be paid to the Holders pursuant to clause (i) hereof shall instead be paid to the Company in such manner as directed by the Company in such notice. (b) On or prior to the Second Interest Payment Date, the Company shall give written notice to the Escrow Agent certifying (i) that all or a portion of the Retained Escrow Funds invested pursuant to Section 1(a)(ii) above, and all interest earned on such invested Retained Escrow Funds (collectively, the “Second Investment Proceeds”), shall be paid to the Holders of the Notes in respect of accrued interest on their Notes payable on the Second Interest Payment Date, and stating the amount to be paid to each such Holder and the manner in which payment is to be made to such Holder, and/or (ii) that the Company has previously made payments on account of such interest pursuant to Section 13 of the Purchase Agreement and/or has elected to make payment of some or all of such accrued interest by means of the issuance of shares of Common Stock of the Company and that, by reason thereof, the portion of the Second Investment Proceeds which is not being directed to be paid to the Holders pursuant to clause (i) hereof shall instead be paid to the Company in such manner as directed by the Company in such notice. (c) On or prior to the Third Interest Payment Date, the Company shall give written notice to the Escrow Agent certifying (i) that all or a portion of the Retained Escrow Funds invested pursuant to Section 1(a)(iii) above, and all interest earned on such invested Retained Escrow Funds (collectively, the “Third Investment Proceeds”), shall be paid to the Holders of the Notes in respect of accrued interest on their Notes payable on the Third Interest Payment Date, and stating the amount to be paid to each such Holder and the manner in which payment is to be made to such Holder, and/or (ii) that the Company has previously made payments on account of such interest pursuant to Section 13 of the Purchase Agreement and/or has elected to make payment of some or all of such accrued interest by means of the issuance of shares of Common Stock of the Company and that, by reason thereof, the portion of the Third Investment Proceeds which is not being directed to be paid to the Holders pursuant to clause (i) hereof shall instead be paid to the Company in such manner as directed by the Company in such notice. (d) On or prior to the Fourth Interest Payment Date, the Company shall give written notice to the Escrow Agent certifying (i) that all or a portion of the Retained Escrow Funds invested pursuant to Section 1(a)(iv) above, and all interest earned on such invested Retained Escrow Funds (collectively, the “Fourth Investment Proceeds”), shall be paid to the Holders of the Notes in respect of accrued interest on their Notes payable on the Fourth Interest Payment Date, and stating the amount to be paid to each such Holder and the manner in which payment is to be made to such Holder, and/or (ii) that the Company has previously made payments on account of such interest pursuant to Section 13 of the Purchase Agreement and/or has elected to make payment of all or a portion of such accrued interest by means of the issuance of shares of Common Stock of the Company and that, by reason thereof, the portion of the Fourth Investment Proceeds which is not being directed to be paid to the Holders pursuant to clause (i) hereof shall instead be paid to the Company in such manner as directed by the Company in such notice. (e) On or prior to the First Periodic Redemption Date, the Company shall give written notice to the Escrow Agent certifying either (i) that the right of the Holders to require repurchase of Notes on the First Periodic Redemption Date has terminated in accordance with the Purchase Agreement, or (ii) that one or more Holders has elected to require the Company to repurchase all or a portion of such Holders’ Notes, and stating the respective amounts to be paid to such Holders and the manner in which such payments are to be made; and to the extent that any portion of the Retained Escrow Funds invested pursuant to Section 1(a)(v) above, and all interest earned on such invested Retained Escrow Funds (collectively, the “Fifth Investment Proceeds”), are not directed to be disbursed to Holders as aforesaid, the Escrow Agent shall have received a certificate from disburse such remaining Fifth Investment Proceeds to the Issuer Company in accordance with the directions theretofore provided in the form attached hereto as Exhibit B-1 Company’s notice hereunder. (f) If so requested by the Company from time to time, upon presentment by the Company to the Escrow Agent of the Company’s certification of any payments made by the Company under Section 13 of the Purchase Agreement which correspond to any of the interest payments otherwise payable on the First Interest Payment Date, Second Interest Payment Date, Third Interest Payment Date and/or Fourth Interest Payment Date (collectively, the “Anticipated Consummation Release CertificateInterest Payment Dates”), executed by one the Escrow Agent shall promptly release and pay to the Company, out of the authorized signatories First Investment Proceeds, Second Investment Proceeds, Third Investment Proceeds and/or Fourth Investment Proceeds (as applicable), an amount equal to the subject payments made by the Company under Section 13 of the Issuer listed Purchase Agreement. (g) Upon presentment by the Company to the Escrow Agent of the Company’s certification of (i) the payment of all interest payable on Exhibit E-1 the Interest Payment Dates and the satisfaction of the Company’s repurchase obligations with respect to this the First Periodic Redemption Date, or (ii) the repurchase and/or conversion of all of the Notes and payment of all interest (or corresponding amounts due under Section 13 of the Purchase Agreement) otherwise payable with respect to the Interest Payment Dates, the Escrow Agent shall release and pay to the Company all remaining Retained Escrow Funds then held by the Escrow Agent hereunder. (h) Notwithstanding the provisions of Section 2(a) through 2(g) above, upon presentment by the Company to the Escrow Agent of a certification from the Company’s Chief Executive Officer and Chief Financial Officer that the aggregate principal amount of the Notes outstanding has been reduced as a result of (i) conversion of Notes or (ii) repurchase of Notes (except for any repurchases in satisfaction of the Company’s repurchase obligations with respect to the Notes) and the proportion of the Retained Escrow Funds then held by the Escrow Agent hereunder which equals the proportion that the principal amount of the Notes converted or repurchased bears to the total principal amount of the Notes then outstanding (for example, if a total of $11 million in principal amount of Notes is issued and a holder converts $1 million, or 9%, of the Notes, then 9% (i.e., $____) of the Retained Escrow Funds will be released to the Company), then the Escrow Agent shall liquidate, release and deliver all pay to the Company such amount. (i) Upon receipt of any written notice as provided in Sections 2(a) through 2(h) above prior to 3 P.M. Eastern time, the Escrow Property in accordance with the instructions and Agent shall, on the applicable payment date requested therein (or, if such requested date notice is received after 3 P.M. Eastern time or an a day is not a Business Banking Day, on the following Business next succeeding Banking Day), which requested disbursement date shall be no later than December 30, 2013 disburse that Banking Day Retained Escrow Funds in accordance with such instructions and the provisions of this Section 2. (the “Redemption Deadline”j) and no earlier than (i) the day on which Until such time as the Escrow Agent receives the Anticipated Consummation Release Certificate if the has discharged all of its duties hereunder and has disbursed all Retained Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contraryFunds, the Escrow Agent shall liquidate and transfer provide the Company with Internet access to the Paying Agent Retained Amount Escrow Account, reflecting all credits to and disbursements from the Retained Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing Funds from time to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)time.

Disbursements. The Escrow Security Agent is directed to and shall distribute hold the Escrow Property Collateral in the following mannerSecurity Account and release the same, or a portion thereof, only as directed by the Trustee. The Trustee agrees to direct the Security Agent as follows: (a) If At least five Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first three scheduled interest payments on the Notes from the Issue Date through May 1, 1999, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”Order"), executed by one direct the Trustee to cause the Security Agent to release from the Security Account and pay to the Holders proceeds sufficient to provide for payment in full of the authorized signatories scheduled interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will take any action necessary to provide for the payment of the Issuer listed scheduled interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions payment provisions of the Indenture to the Holders from (and to the extent of) the Pledged Securities, Disbursement Funds and proceeds thereof in the Security Account. Nothing in this Section 7 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If At least five Business Days prior to the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one due date of any of the authorized signatories listed first three scheduled interest payments on Exhibit E-1 the Notes, the Pledgor covenants to this Agreement, then give the Escrow Agent shall liquidate and transfer Trustee (by Issuer Order) notice as to the Paying Agent all Escrow Property in accordance with amount of interest that will be paid pursuant to Section 7(a). If no such notice is given by such fifth Business Day prior to the instructions and respective first three scheduled interest payments on the date requested therein (orNotes, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that will act pursuant to Section 7(a) as if it had received an Issuer Order pursuant thereto for the Escrow Property has been released by it payment in accordance with full of the Redemption Release Certificatescheduled interest then due. (c) If Pledgor has optionally redeemed Notes with the net proceeds of a Primary Offering, the Pledgor may, pursuant to an Issuer Order, direct the Trustee to release to Pledgor proceeds from the Security Account in an amount which bears the same proportion to the aggregate value of the Security Account immediately prior to the release of such proceeds as the aggregate principal amount of the Notes so redeemed by Pledgor bears to the aggregate principal amount of the Notes outstanding immediately prior to such redemption, net of any costs, fees or expenses (such as breakage fees) incurred to permit such release, so that there is any Escrow Property remains in the Escrow Security Account an amount sufficient to pay in full, after receipt of scheduled interest and principal payments on Pledged Securities, in the written opinion of an Independent Financial Advisor (which written opinion shall accompany any Issuer Order) the remaining of the first three interest payments due on the Notes. Immediately prior to any release of funds to the Pledgor pursuant to this Section 7(c), the Pledgor shall deliver any and all certificates described in and pursuant to Section 7(c). (d) Upon the occurrence and after the continuation of an Event of Default, the Trustee in its sole and absolute discretion may apply any or after December 31all Collateral, 2013 thenincluding the Disbursement Funds and the Pledged Securities, notwithstanding to the payment of all Obligations and any objectionand all principal of and interest and expenses on the Notes, claimin accordance with the terms and provisions of Section 14. (e) Upon payment in full of the first three scheduled interest payments on the Notes in a timely manner, demand and if no Event of Default has occurred and is continuing, the security interest in the Collateral evidenced by this Security and Disbursement Agreement will automatically terminate and be of no further force and effect and upon receipt of an Issuer Order in accordance with Section 17.9(b) hereof, the Collateral remaining, if any, shall promptly be paid over and transferred to the Pledgor. (f) The Trustee may, but shall not be required to, liquidate any Disbursement Funds or Pledged Securities, in whole or in part, in order to make any scheduled payment of interest or any release or other notice from the Issuer (each required payment hereunder and shall not be responsible for any loss, cost or expense, including any breakage fee, diminution in principal or penalty in connection therewith, all of which are hereby waived loss, cost or expense shall be borne solely by the IssuerPledgor. (g) Nothing contained in Section 1, Section 5, this Section 7 or any other person provision of this Security and Disbursement Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the contraryDisbursement Funds, the Escrow Agent shall liquidate and transfer Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of Pledgor with respect to the Paying Agent all Escrow Property on January 3Disbursement Funds, 2014the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Security and Disbursement Agreement as the beneficial owner of Collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 7(a) - (e) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Escrow Agent shall confirm in writing Pledgor acknowledges, confirms and agrees that the Trustee holds a security entitlement to the Trustee Disbursement Funds and the Issuer that Pledged Securities, as applicable, solely as escrow agent for the Escrow Property has been released by it in accordance with this Section 2.3(c)Holders and not as a securities intermediary.

Disbursements. The Escrow Collateral Agent is directed to and shall distribute hold the Escrow Property Collateral in the following mannerCollateral Account and release the same, or a portion thereof, only as follows: (a) If Prior to each of the Escrow first six scheduled interest payments on the Notes, the Collateral Agent shall have received a certificate release from the Issuer in Collateral Account and pay to the form attached hereto as Exhibit B-1 (Trustee for the “Anticipated Consummation Release Certificate”)benefit of, executed by one and payment to, the Holders of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions and provisions of the Indenture an amount sufficient to pay the interest due on the Notes on such interest payment date requested therein (or, if such requested date is not a Business Day, and will take any action necessary to provide for the payment of the interest on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Notes to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer Holders in accordance with the Anticipated Consummation Release Certificatepayment provisions of the Indenture from (and to the extent of) proceeds of the Collateral in the Collateral Account. Nothing in this Section 6 shall affect the Collateral Agent's rights to apply the Collateral to the payments of amounts due on the Notes upon acceleration thereof. (b) If If, prior to the Escrow Agent shall have received a certificate from date on which the Issuer sixth scheduled interest payment on the Notes is due: (i) an Event of Default under the Notes occurs and is continuing and (ii) the Trustee or the Holders of 25% in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one aggregate principal amount of the authorized signatories listed on Exhibit E-1 Notes accelerate the Notes by declaring the principal amount of the Notes to this Agreement, then the Escrow Agent shall liquidate be immediately due and transfer to the Paying Agent all Escrow Property payable in accordance with the instructions provisions of the Indenture, except for the occurrence and on continuance of an Event of Default under Section 6.01(6) and (7) of the date requested therein (orIndenture, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on upon which the Escrow Agent receives Notes will be accelerated automatically pursuant to the Redemption Release Certificate if Indenture, then the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Collateral Agent shall confirm in writing promptly, subject to applicable bankruptcy laws, release the proceeds from the Collateral Account and pay to the Issuer Trustee for the benefit of, and payment to, the Trustee that Holders of the Escrow Property has been released by it Notes in accordance with the Redemption Release Certificateprovisions of the Indenture. Distributions from the Collateral Account shall be applied, for the ratable benefit of the Holders, as follows: (x) first, to any accrued and unpaid interest on the Notes and (y) second, to the extent available, to the repayment of the remaining Obligations, including the principal amount of the Notes. Any surplus of such proceeds held by the Collateral Agent and remaining after payment in full of all of the Obligations shall be paid over to the Pledgor. (c) If there is any Escrow Property [RESERVED] (d) In the event that the Collateral held in the Escrow Collateral Account is less than 100% of the amount sufficient, in the written opinion of Ernst & Young LLP or another nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the first six scheduled interest payments due on the Notes (or, in the event an interest payment or after December 31payments have been made, 2013 thenan amount sufficient to provide for payment in full of all interest payments remaining, notwithstanding up to and including the sixth scheduled interest payment), the Pledgor shall deposit cash in to the Collateral Account in the amount of such deficiency. (e) In the event that the Collateral held in the Collateral Account exceeds 100% of the amount sufficient, in the opinion of Ernst & Young LLP or another nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the first six scheduled interest payments due on the Notes (or, in the event an interest payment or payments have been made, an amount sufficient to provide for payment in full of all interest payments remaining, up to and including the sixth scheduled interest payment), the Collateral Agent shall release to the Pledgor, at the Pledgor's written request, accompanied by a written opinion prepared by Ernst & Young LLP or such other nationally recognized firm of independent public accountants, any objection, claim, demand or other notice such excess Collateral. (f) Upon the release of any Collateral from the Issuer Collateral Account, in accordance with the terms of this Pledge Agreement, the security interest and lien evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect; provided that the foregoing shall not affect the security interest and lien on any Collateral not so released. (each of which are hereby waived by g) Except as expressly provided in this Section 6, nothing contained in this Pledge Agreement shall (i) afford the Issuer) Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or Collateral Investments or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the contraryCollateral Investments, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor's rights under this Pledge Agreement as the beneficial owner of Collateral pledged to and transfer subject to the Paying exclusive dominion and control (including, without limitation, securities control) of the Collateral Agent all Escrow Property on January 3, 2014in its capacity as such (and not as a securities intermediary). The Escrow Pledgor acknowledges, confirms and agrees that the Collateral Agent shall confirm in writing holds a first priority perfected security interest, lien and security entitlement to the Collateral Investments solely as collateral agent for the Trustee and the Issuer that Holders and not as a securities intermediary for the Escrow Property has been released by it in accordance with this Section 2.3(c)Pledgor.

Disbursements. The Escrow Agent is directed to and shall distribute disburse the Escrow Property in the following manner: : At any time and from time to time, in accordance with a Joint Written Direction. If Buyer becomes aware of facts or events that may give rise to a claim for (ai) a Purchase Price Adjustment or (ii) indemnification (either with respect to itself or any other Buyer Indemnified Party) (a “Claim”) pursuant to Section 8.2 and subject to the limitations of Section 8.5 of the Purchase Agreement, the Buyer shall deliver written notice thereof to the Member Owners (a “Demand”) and copying the Escrow Agent. The Member Owners may reply to a Demand by written notice given to the Buyer and the Escrow Agent, which notice shall state (i) whether the Member Owners agree or disagree that the claim asserted is a valid claim under this Escrow Agreement and agree or disagree with respect to the amount of the Losses in such Demand and (ii) if the Member Owners disagree with either the validity of such claim or the amount of such Losses, the basis for such disagreement. If the Member Owners do not give Buyer and the Escrow Agent shall have received a certificate from notice disputing such Demand specifying the Issuer in nature and amount of such dispute within thirty (30) days after receipt of the form attached hereto as Exhibit B-1 Demand (the “Anticipated Consummation Release CertificateIndemnity Notice Period”), executed by one of ) or if the authorized signatories of the Issuer listed on Exhibit E-1 to this AgreementMember Owners give notice that such Demand is uncontested, then the Escrow Agent shall liquidate, release from the Escrow Property and deliver all Escrow Property to Buyer the amount of the Losses stated in accordance with the instructions and on the date requested therein Demand (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (Losses exceed the “Redemption Deadline”) and no earlier than (i) the day on which amount of the Escrow Agent receives Property, the Anticipated Consummation Release Certificate if entire balance of the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kindProperty). The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each Member Owners admits that a portion of which are hereby waived by the Issuer) or any other person to Demand is a valid claim under Section 8.2 of the contraryPurchase Agreement and the remaining portion of the Demand is disputed, the Escrow Agent shall liquidate and transfer disburse to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that Buyer only such amounts from the Escrow Property has been released by it as are allocable to mutually agreed Losses (or, if the agreed upon Losses exceed the amount of the Escrow Property, the entire balance of the Escrow Property) and the disputed portion of such Demand shall be resolved in accordance with this Section 2.3(c8.6(c) of the Purchase Agreement. If the notice given by the Member Owners disputes all or part of the claim or claims asserted in the Demand by the Buyer or the amount of Losses thereof within the Indemnity Notice Period (a “Disputed Claim”), then, to the extent of the disputed portion of the Demand, the Demand shall be treated as a Disputed Claim and the amount of such claim shall be held by the Escrow Agent, subject to Section 3.5 below, until the Disputed Claim is resolved in accordance with Section 8.6 of the Purchase Agreement.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 B (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 D to this Escrow Agreement, then the Escrow Agent shall liquidate, release and deliver all amounts in the Escrow Property Account in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day)provided therein, which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”; provided that such Consummation Release Certificate is received by the Escrow Agent no later than 9:00 a.m. (Eastern time) and no earlier than (i) on the third business day prior to the day on which the Escrow Agent receives release is to occur; provided further that if a Redemption Release Certificate (as defined below) has been delivered no later than 9:00 a.m. (Eastern time) on the Anticipated third business day prior to the Redemption Deadline because the Acquisition has not been consummated, the Issuer may revoke such Redemption Release Certificate by delivering a Consummation Release Certificate if to the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. prior to 9:00 a.m. (Eastern Time on a Business Day, or (iitime) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kindRedemption Deadline. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred released by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 D to this Escrow Agreement, then the Escrow Agent shall liquidate and transfer release to the Paying Agent all Trustee from the Escrow Property Account the amount specified in the Redemption Release Certificate in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day)provided therein, which requested disbursement date shall be no earlier later than the Redemption Deadline (ithe “Special Redemption Date”); provided that such Redemption Release Certificate is received by the Escrow Agent no later than 9:00 a.m. (Eastern time) on the third business day prior to the day on which the Escrow Agent receives release is to occur; provided further that if the Redemption Release Certificate if is not received by 9:00 a.m. (Eastern time) on the Redemption Deadline, then the Escrow Agent receives shall, without the requirement of notice to or action by the Issuer or any other person, promptly release and deliver all amounts in the Escrow Account to the Trustee on the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business DayDeadline. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. A Redemption Release Certificate may be revoked as provided in paragraph (a) of this Section 1.04. (c) If there is any Escrow Property funds remain in the Escrow Account after funds sufficient to pay for the redemption of the Notes on the Special Redemption Date have been released from the Escrow Account to the Trustee pursuant to paragraph (b) of this Section 1.04, then such remaining funds shall, on or after December 31prior to the close of business on the Special Redemption Date, 2013 then, notwithstanding any objection, claim, demand or other notice from be released and delivered to the Issuer in accordance with the instructions provided in the Redemption Release Certificate. (each of which are hereby waived by the Issuerd) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm each funds transfer instruction received in writing the name of Issuer by means of the security procedure selected by Issuer and communicated to the Trustee Escrow Agent through a signed certificate in the form of Exhibit D attached hereto, which upon receipt by the Escrow Agent shall become a part of this Escrow Agreement. Once delivered to the Escrow Agent, Exhibit D may be revised or rescinded only by a writing signed by an authorized representative of Issuer. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Escrow Agent a reasonable opportunity to act on it. If a revised Exhibit D or a rescission of an existing Exhibit D is delivered to the Escrow Agent by an entity that is a successor-in-interest to Issuer, such document shall be accompanied by additional documentation satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of Issuer under this Escrow Agreement. (e) Issuer understands that the Escrow Property has been released Agent’s inability to receive or confirm funds transfer instructions pursuant to the security procedure selected by it Issuer may result in accordance with this Section 2.3(c)a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not be liable for any loss caused by any such delay.

Disbursements. (a) The Escrow Agent Funding Amount is directed available for disbursement on or after the Loan Closing Date. OCII’s obligation to and shall distribute approve the Escrow Property in expenditure of Funds on or after the Loan Closing Date is subject to Borrower’s satisfaction of the following mannerconditions precedent: (ai) If the Escrow Agent shall Borrower must have received a certificate from the Issuer delivered to OCII (an Expenditure Request in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”)and substance satisfactory to OCII, executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than together with: (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Daycopies of invoices, contracts or other documents covering all amounts requested; (ii) on a line item breakdown of costs to be covered by the next Business Day if Expenditure Request; and (iii) copies of checks issued to pay expenses covered in the Escrow Agent receives previous Expenditure Request. Any request from Borrower to reallocate Funds between the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on line items or to change the budget limits for a Business Day or on line item from what is shown in the Table of Sources and Uses must be approved as follows: (i) except for funds moved from the contingency line item to another line item, a day that is not a Business Day; provided that upon the request requested reallocation of Funds in an amount up to ten percent (10%) of the Issuer delivered simultaneously Loan Amount in the aggregate may be made with the Anticipated Consummation Release Certificate express written approval of OCII’s Executive Director or his/her designee; and (ii) except for funds moved from the Escrow Agent contingency line item to another line item, a requested reallocation of Funds in an amount that exceed ten percent (10%) of the Loan Amount may be made only with the express written approval of the OCII Executive Director. Reallocations of Funds from contingency line items to other line items shall not require the consent of OCII. (ii) No Event of Default, or event that with notice or the passage of time or both could constitute an Event of Default, may have occurred that remains uncured as of the date of the Expenditure Request. (iii) With respect to any Expenditure Request that covers rehabilitation or construction costs, Borrower must have certified to OCII that the Project complies with the labor standards set forth in Exhibit F, Section 1, if applicable. (iv) Borrower must have complied with the following loan conditions, as required by the Citywide Affordable Housing Loan Committee through its approval of the Project’s Loan Evaluation on May 16, 2014 Loan Evaluation which include: 1. OCII and MOHCD must review and approve the investor and lender Requests for Proposals for the Project. Borrower must allow OCII staff and MOHCD staff and its financial advisor, with borrower participation in such communication, to communicate directly with prospective and selected lenders/investors. 2. If Affordable Housing Program funds are awarded to either or both of the first two phases of Xxxxx Xxxxxxxx, they will reduce the Cost Overrun calculation, thereby reducing the OCII loan. If Affordable Housing Program funds are not liquidate awarded, Borrower will continue to apply until awarded or until the Escrow Property but instead distribute funds can no longer be used during the Escrow Property construction period. 3. Borrower will collaborate with OCII/MOHCD staff to determine the most appropriate financial plan for the Project that conforms to the Issuer inDDA, MOHCD Underwriting Guidelines, CNI and applicable HUD regulations, and HOPE SF principles. 4. Borrower will continue to explore options to address the early negative cash flow occurrences while maximizing any opportunities to leverage permanent debt for Phase 1 and Phase 2 without jeopardizing project stability. At a minimum, the existing cash flow must be supplemented with Project-kindBased Vouchers (PBVs), as made available by HUD and SFHA, and such PBV income should be at a level to permit permanent debt. The Escrow Agent shall confirm in writing Final Financial Plan is subject to approval by OCII Director and MOHCD Executive Director, prior to the Issuer Loan Closing Date. 5. Borrower must provide justification of the increase from the per unit cost that was presented and approved by the Loan Committee on December 20, 2013, to the Developer’s current request. Developer must work closely with OCII staff to reduce per unit cost. Per MOHCD Underwriting Guidelines, the current 5% design/bid contingency included in the development budget will be eliminated once construction bids have been received. 6. The addition of any infrastructure sources and uses to the project development budgets must be approved by OCII Executive Director and MOHCD Director prior to the Loan Closing Date. If this addition results in added funding from CP Dev Co that will be paid to OCII and loaned to the Projects, that increased loan amount or additional loan must be approved by Loan Committee and the Trustee that the Escrow Property has been transferred OCII Commission. Under no circumstances will OCII provide funds, other than those provided by it CP Dev Co, to the Issuer in accordance with the Anticipated Consummation Release CertificateProjects to be used on infrastructure construction or soft costs. (b) If OCII shall either approve or disapprove such Expenditure Request within 10 business days of receipt. In the Escrow Agent event OCII disapproves an Expenditure Request OCII shall have received provide written notice thereof to Borrower specifying the reason for such disapproval. OCII shall fund all approved expenditure requests in a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatetimely manner. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Issuer in Pledge Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will release funds in an amount sufficient to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with such Issuer Order and the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request payment provisions of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Indenture to the Issuer in-kind. The Escrow Agent shall confirm in writing Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. If no such Issuer and Order is issued by the Pledgor, the Trustee that the Escrow Property has been transferred by it to the Issuer will act in accordance with Section 5(e). Nothing in this Section 5 shall affect the Anticipated Consummation Release CertificateTrustee's rights to apply the Collateral to the payments of amounts due on the Notes upon acceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a certificate source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of such Issuer Order and provided the Trustee has received such interest payment, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the form attached hereto Pledge Account as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatesoon as practicable. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first six scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or after December 31to the Pledgor's Designee. Upon receipt of an Issuer Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceeds the amount required to be held in the Pledge Account) the Trustee shall pay over to the Pledgor or the Pledgor's Designee, 2013 thenas the case may be, notwithstanding any objectionsuch excess amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes, claimthe security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, demand or other notice upon the release of 6 6 any Collateral from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect and the Trustee shall deliver such documents as may be necessary to discharge any security interest with respect to the Collateral under the UCC.. (e) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor may give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 2.3(c5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledge Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, at or prior to 10:00 a.m. (New York City time) on such interest payment date. If no such Issuer Order is given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledge Account. (f) The Trustee shall liquidate Collateral in the Pledge Account (pursuant to written instructions from Pledgor) in order to make any scheduled payment of interest unless there are sufficient funds in the Pledge Account on such interest payment date. (g) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 5(a)., (b) and (c) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Trustee holds a security to the Pledged Securities solely as Trustee for the Holders of the Notes and not as a securities intermediary. 7 7

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date The Loan proceeds shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than disbursed solely for (i) payment of expenditures that qualify as Eligible Purposes and that have been authorized by the day on which budget adopted by the Escrow Agent receives Borrower’s Board of Trustees and submitted to the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or Lender pursuant to Section 6.2 and (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificatecapitalized interest. (b) If Each disbursement of the Escrow Agent Loan shall have received be made pursuant to a certificate from the Issuer request in the form attached hereto as set forth in Exhibit C (the “Redemption Release Certificate”), executed by C. No more than one disbursement of the authorized signatories listed on Loan shall be made per calendar month except with the prior written approval of the Lender in its discretion. If the amount of the requested disbursement in a calendar month exceeds the amount set out in Exhibit E-1 D for that calendar month, the Borrower shall provide the Lender with written notice of the increased disbursement amount at least 30 days before the requested date of disbursement. The amount of the requested disbursement in a calendar month shall not exceed the amount set out in Exhibit D for that calendar month by more than $100,000, and the sum of amounts of the actual and requested disbursements in any period of six consecutive calendar months shall not exceed the sum of amounts set out in Exhibit D for those same calendar months by more than $400,000, except with the prior, written approval of the Lender in its discretion. In no event shall any disbursement be made after the Final Draw Date. Understanding that the Borrower’s future budgets and fiscal needs may change, the Borrower may from time to this Agreement, then the Escrow Agent shall liquidate and transfer time propose to the Paying Agent all Escrow Property Lender updates to the amounts set out in Exhibit D, provided that no such updated amounts may cause the aggregate principal amount of the Loan to exceed $7,500,000 (including any interest that is capitalized in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Dayterms hereof), which requested disbursement date shall and any such proposal must be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing delivered to the Issuer and Lender at least 60 days before the Trustee intended effectiveness of the proposed update. Any such updates that are mutually agreed by the Escrow Property has been released Parties will be memorialized in an amendment to this Agreement executed by it in accordance with the Redemption Release CertificateParties. (c) If there is any Escrow Property The proceeds of each disbursement shall be made available to the Borrower at the principal office of the Lender in Chicago, Illinois, in immediately available funds, or at the Escrow Account on or after December 31election and expense of the Borrower, 2013 then, notwithstanding any objection, claim, demand or other notice by wire transfer to an account specified in writing from the Issuer (each of which are hereby waived Borrower signed on its behalf by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)its Authorized Representative.

Disbursements. The Escrow Collateral Agent is directed to and shall distribute hold the Escrow Property Collateral in the following mannerCollateral Account and release the same, or a portion thereof, only as follows: (a) If Prior to each of the Escrow ten scheduled interest payments on the Notes, the Collateral Agent shall have received a certificate liquidate sufficient Collateral and release from the Issuer in Collateral Account and pay to the form attached hereto as Exhibit B-1 (Trustee for the “Anticipated Consummation Release Certificate”)benefit of, executed by one and payment to, the Holders of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions and provisions of the Indenture an amount sufficient to pay the interest due on the Notes on such interest payment date requested therein (or, if such requested date is not a Business Day, and will take any action necessary to provide for the payment of the interest on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Notes to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer Holders in accordance with the Anticipated Consummation Release Certificatepayment provisions of the Indenture from (and to the extent of) proceeds of the Collateral in the Collateral Account. Nothing in this Section 6 shall affect the Collateral Agent's rights to apply the Collateral to the payments of amounts due on the Notes upon acceleration thereof. (b) If If, prior to the Escrow Agent shall have received a certificate from date on which the Issuer tenth and final scheduled interest payment on the Notes is due: (i) an Event of Default under the Notes occurs and is continuing and (ii) the Trustee or the Holders of 25% in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one aggregate principal amount of the authorized signatories listed on Exhibit E-1 Notes accelerate the Notes by declaring the principal amount of the Notes to this Agreement, then the Escrow Agent shall liquidate be immediately due and transfer to the Paying Agent all Escrow Property payable in accordance with the instructions provisions of the Indenture, except for the occurrence and on continuance of an Event of Default under Section 6.01(5) and (6) of the date requested therein (orIndenture, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on upon which the Escrow Agent receives Notes will be accelerated automatically pursuant to the Redemption Release Certificate if Indenture, then the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Collateral Agent shall confirm in writing promptly, subject to applicable bankruptcy laws, liquidate sufficient Collateral and release the proceeds from the Collateral Account and pay such proceeds to the Issuer Trustee for the benefit of, and payment to, the Trustee that Holders of the Escrow Property has been released by it Notes in accordance with the Redemption Release Certificateprovisions of the Indenture. Distributions from the Collateral Account shall be applied, for the ratable benefit of the Holders, as follows: (x) first, to any accrued and unpaid interest on the Notes and (y) second, to the extent available, to the repayment of the remaining Obligations, including the principal amount of the Notes. Any surplus of such proceeds held by the Collateral Agent and remaining after payment in full of all of the Obligations shall be paid over to the Pledgor. (c) If there is any Escrow Property In the event that the Collateral held in the Escrow Collateral Account is less than 100% of the amount sufficient, in the written determination of KPMG LLP or another nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the ten scheduled interest payments due on the Notes (or, in the event an interest payment or after December 31payments have been made, 2013 thenan amount sufficient to provide for payment in full of all interest payments remaining, notwithstanding up to and including the tenth and final scheduled interest payment), the Pledgor shall deposit cash into the Collateral Account in the amount of such deficiency within five (5) days of the occurrence of such deficiency. (d) In the event that the Collateral held in the Collateral Account exceeds 100% of the amount sufficient, in the determination of KPMG LLP or another nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the ten scheduled interest payments due on the Notes (or, in the event an interest payment or payments have been made, an amount sufficient to provide for payment in full of all interest payments remaining, up to and including the tenth and final scheduled interest payment), the Collateral Agent shall release to the Pledgor, at the Pledgor's written request, accompanied by a written determination prepared by KPMG LLP or such other nationally recognized firm of independent public accountants, any objection, claim, demand or other notice such excess Collateral. (e) Upon the release of any Collateral from the Issuer Collateral Account, in accordance with the terms of this Pledge Agreement, the security interest and lien evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect; provided that the foregoing shall not affect the security interest and lien on any Collateral not so released. (each of which are hereby waived by f) Except as expressly provided in this Section 6, nothing contained in this Pledge Agreement shall (i) afford the Issuer) Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or Collateral Investments or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the contraryCollateral Investments, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor's rights under this Pledge Agreement as the beneficial owner of Collateral pledged to and transfer subject to the Paying exclusive dominion and control (including, without limitation, securities control) of the Collateral Agent all Escrow Property in its capacity as such (and not as a securities intermediary) before the payment in full, when due, of the scheduled interest payments on January 3, 2014the Notes. The Escrow Pledgor acknowledges, confirms and agrees that the Collateral Agent shall confirm in writing holds a first priority perfected security interest, lien and security entitlement to the Collateral Investments solely as collateral agent for the Trustee and the Issuer that Holders and not as a securities intermediary for the Escrow Property has been released by it in accordance with this Section 2.3(c)Pledgor.

Disbursements. The Escrow Collateral Agent is directed to and shall distribute hold the Escrow Property Collateral in the following mannerCollateral Account and release the same, or a portion thereof, only as follows: (a) If Prior to each of the Escrow first six scheduled interest payments on the Notes, the Collateral Agent shall have received a certificate release from the Issuer in Collateral Account and pay to the form attached hereto as Exhibit B-1 (Trustee for the “Anticipated Consummation Release Certificate”)benefit of, executed by one and payment to, the Holders of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions and provisions of the Indenture an amount sufficient to pay the interest due on the Notes on such interest payment date requested therein (or, if such requested date is not a Business Day, and will take any action necessary to provide for the payment of the interest on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Notes to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer Holders in accordance with the Anticipated Consummation Release Certificatepayment provisions of the Indenture from (and to the extent of) proceeds of the Collateral in the Collateral Account. Nothing in this Section 6 shall affect the Collateral Agent's rights to apply the Collateral to the payments of amounts due on the Notes upon acceleration thereof. (b) If If, prior to the Escrow Agent shall have received a certificate from date on which the Issuer sixth scheduled interest payment on the Notes is due: (i) an Event of Default under the Notes occurs and is continuing and (ii) the Trustee or the Holders of 25% in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one aggregate principal amount of the authorized signatories listed on Exhibit E-1 Notes accelerate the Notes by declaring the principal amount of the Notes to this Agreement, then the Escrow Agent shall liquidate be immediately due and transfer to the Paying Agent all Escrow Property payable in accordance with the instructions provisions of the Indenture, except for the occurrence and on continuance of an Event of Default under Section 6.01(6) or (7) of the date requested therein (orIndenture, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on upon which the Escrow Agent receives Notes will be accelerated automatically pursuant to the Redemption Release Certificate if Indenture, then the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Collateral Agent shall confirm in writing promptly, subject to applicable bankruptcy laws, release the proceeds from the Collateral Account and pay to the Issuer Trustee for the benefit of, and payment to, the Trustee that Holders of the Escrow Property has been released by it Notes in accordance with the Redemption Release Certificateprovisions of the Indenture. Distributions from the Collateral Account shall be applied, for the ratable benefit of the Holders, as follows: (x) first, to any accrued and unpaid interest on the Notes and (y) second, to the extent available, to the repayment of the remaining Obligations, including the principal amount of the Notes. Any surplus of such proceeds held by the Collateral Agent and remaining after payment in full of all of the Obligations shall be paid over to the Pledgor. (c) If there is any Escrow Property [RESERVED] (d) In the event that the Collateral held in the Escrow Collateral Account is less than 100% of the amount sufficient, in the written opinion of Ernst & Young LLP or another nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the first six scheduled interest payments due on the Notes (or, in the event an interest payment or after December 31payments have been made, 2013 thenan amount sufficient to provide for payment in full of all interest payments remaining, notwithstanding up to and including the sixth scheduled interest payment), the Pledgor shall deposit cash in to the Collateral Account in the amount of such deficiency. (e) In the event that the Collateral held in the Collateral Account exceeds 100% of the amount sufficient, in the opinion of Ernst & Young LLP or another nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the first six scheduled interest payments due on the Notes (or, in the event an interest payment or payments have been made, an amount sufficient to provide for payment in full of all interest payments remaining, up to and including the sixth scheduled interest payment), the Collateral Agent shall release to the Pledgor, at the Pledgor's written request, accompanied by a written opinion prepared by Ernst & Young LLP or such other nationally recognized firm of independent public accountants, any objection, claim, demand or other notice such excess Collateral. (f) Upon the release of any Collateral from the Issuer Collateral Account, in accordance with the terms of this Pledge Agreement, the security interest and lien evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect; provided that the foregoing shall not affect the security interest and lien on any Collateral not so released. (each of which are hereby waived by g) Except as expressly provided in this Section 6, nothing contained in this Pledge Agreement shall (i) afford the Issuer) Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or Collateral Investments or any other person securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the contraryCollateral Investments, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Escrow Agent shall liquidate Pledgor's rights under this Pledge Agreement as the beneficial owner of Collateral pledged to and transfer subject to the Paying Agent all Escrow Property on January 3exclusive dominion and control (including, 2014without limitation, securities control) of the Collateral Agent. The Escrow Pledgor acknowledges, confirms and agrees that the Collateral Agent shall confirm in writing holds a first priority perfected security interest, lien and security entitlement to the Collateral Investments solely as collateral agent for the Trustee and the Issuer that Holders and not as a securities intermediary for the Escrow Property has been released by it in accordance with this Section 2.3(c)Pledgor.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If On each Business Day the Escrow Agent Depositary Bank shall have received a certificate transfer all collected and available funds in the Deposit Account to the Holding Account and on each Business Day (or as otherwise provided for in the Deposit Account Agreement), provided no Event of Default has occurred and is continuing, and subject to Section 9.4.2 hereof, Lender shall transfer from the Issuer in the form attached hereto as Exhibit B-1 Holding Account (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property or authorize such transfer) in accordance with the instructions and on terms of the date requested therein (orDeposit Account Agreement, if such requested date is not a Business Dayto the extent available therein, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer payments in accordance with the Anticipated Consummation Release Certificate.following priorities: (bi) If First, to the Tax and Insurance Escrow Agent Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Tax and Insurance Escrow Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.3 hereof (other than Section 9.3.3(b)) have been so deposited; (ii) Second, to the Tax and Insurance Sub-Account, payment of all amounts in the Holding Account until the Tax and Insurance Incremental Amount, if any, required to be deposited in the Tax and Insurance Sub-Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.3.3(b) hereof have been so deposited; (iii) Third, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Third Party Securitization Amount and the Rating Agency Securitization Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof have been so deposited; (iv) Fourth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Debt Service Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (v) Fifth, after the occurrence of a Deficiency Payment, payment of all amounts in the Holding Account until the amounts required to be deposited in the Deficiency Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.11 hereof have been so deposited; (vi) Sixth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Lender Cost and Expense Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (vii) Seventh, to the FF&E Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the FF&E Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.16 hereof have been so deposited; (viii) Eighth, to the Incentive Management Fee Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Incentive Management Fee Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.13 hereof have been so deposited; (ix) Ninth, if a Low DSCR Period then exists, to each applicable Operating Lessee, payment of all amounts in the Holding Account up to the amount necessary to pay all Operating Expenses incurred by or on behalf of such Operating Lessee (or by the applicable Property Manager pursuant to the applicable Property Management Agreement) in accordance, with the Annual Budget described under Section 5.1(q)(ii) (to the extent such Operating Lessee was not previously reimbursed for the same pursuant to this clause (a)(ix) and to the extent the same were not paid by the applicable Property Manager pursuant to the applicable Property Management Agreement); provided that such Operating Lessee shall have received a certificate from the Issuer in the form attached hereto as Exhibit C delivered to Lender an Officer’s Certificate, dated no less than five (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer 5) days prior to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a applicable Business Day, on that there is not then outstanding any amount claimed by any creditor to be due and owing from any Borrower or Operating Lessee with respect to Operating Expenses which amount has been outstanding for more than sixty (60) days (except for claims any Borrower is in good faith contesting and in respect of which such Operating Lessee has escrowed 125% of the following Business Dayamount thereof with Lender), which requested disbursement date and that the amounts disbursed to such Operating Lessee pursuant to this clause (a)(ix) shall be no earlier than used by such Operating Lessee solely to pay the applicable Operating Expenses (ithe receipt by the Operating Lessees of such funds pursuant to this clause (a)(ix) shall constitute a representation and covenant by each Operating Lessee that the day on which foregoing provisions of this clause (a)(ix) are accurate); (x) Tenth, to the Escrow Agent extent Lender receives a First Mezzanine Lender Monthly Debt Service Notice, to the Redemption Release Certificate if First Mezzanine Loan Deposit Account, payment of all amounts in the Escrow Agent receives Holding Account until the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on First Mezzanine Debt Service Amount required to be deposited in the First Mezzanine Loan Deposit Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to the First Mezzanine Loan Agreement has been so deposited; (xi) Eleventh, to the extent Lender receives a Second Mezzanine Lender Monthly Debt Service Notice, to the Second Mezzanine Loan Deposit Account, payment of all amounts in the Holding Account until the Second Mezzanine Debt Service Amount required to be deposited in the Second Mezzanine Loan Deposit Account by the next Payment Date (or if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a such Business Day or on is a day that is not a Business Day. The Escrow Agent shall confirm in writing Payment Date, by such Payment Date) pursuant to the Issuer and the Trustee that the Escrow Property Second Mezzanine Loan Agreement has been released by it in accordance with so deposited; provided, however, to the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other extent Lender has received a notice from First Mezzanine Lender that an “Event of Default” has occurred and is continuing under any of the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).First Mezzanine Loan

Disbursements. The Escrow Agent is directed to and Trustee shall distribute hold the Escrow Property assets in the following mannerCollateral Account and release the same, or a portion thereof, only as follows: (a) If At least three Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "ISSUER ORDER"), direct the Trustee to release from the Issuer Collateral Account, and if necessary liquidate Collateral Investments in the form attached hereto as Exhibit B-1 (Collateral Account and pay to the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes funds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will take any action necessary to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request payment provisions of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property Indenture to the Issuer in-kind. The Escrow Agent shall confirm in writing Holders of the Notes from (and to the Issuer and extent of) funds available in the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateCollateral Account. (b) If the Escrow Agent Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Collateral Account ("PLEDGOR FUNDS"), the Pledgor may, after payment in full of such interest payment or portion thereof from proceeds of the Collateral or such Pledgor Funds or both, direct the Trustee to release to the Pledgor or to another party at the direction of the Pledgor (a "PLEDGOR DESIGNEE") funds from the Collateral Account, and if necessary liquidate Collateral Investments in the Collateral Account, in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of an Issuer Order by the Trustee, the Trustee shall have received pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from funds in the Collateral Account. Concurrently with any release of funds to the Pledgor pursuant to this Section 7(b), the Pledgor shall deliver to the Trustee a certificate from signed by an officer of the Issuer Pledgor stating that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or the Certificate of Incorporation of the Pledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any Lien on any assets of the authorized signatories listed on Exhibit E-1 to Pledgor, except for the security interest granted under this Pledge Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property Upon payment in full of the first six scheduled interest payments on the Notes, the security interest in the Escrow Account on Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor or after December 31a Pledgor Designee. In addition, 2013 then, notwithstanding upon the release of any objection, claim, demand or other notice Collateral from the Collateral Account in accordance with the terms of this Pledge Agreement, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (d) The Trustee shall not be required to liquidate any Collateral Investment in order to make any payment hereunder unless instructed to do so pursuant to an Issuer Order or pursuant to Section 14 hereof. (each of which are hereby waived by the Issuere) Nothing contained in Section 1, Section 5, Section 6, this Section 7 or any other person provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to any of the Collateral Investments or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to any of the Collateral Investments, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's beneficial interest under this Pledge Agreement in collateral pledged to and subject to the contraryexclusive dominion and control (consistent with this Pledge Agreement) of the Trustee in its capacity as such (and not as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Trustee holds a security entitlement to the Collateral Investments solely as trustee for the Holders of the Notes and not as a securities intermediary or financial intermediary. (f) Nothing in this Section 7 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the Notes upon acceleration thereof. (g) At least three Business Days prior to the due date of any of the first six scheduled interest payments on the Notes, the Escrow Agent shall liquidate Pledgor covenants to give the Trustee (by Issuer Order) notice as to whether payment of interest will be made pursuant to Section 7(a) or Section 7(b) and transfer as to the Paying Agent all Escrow Property on January 3respective amounts of interest that will be paid pursuant to Section 7(a) or Section 7(b). If no such notice is given, 2014. The Escrow Agent shall confirm in writing to the Trustee and will act pursuant to Section 7(a) as if it had received an Issuer Order pursuant thereto for the Issuer that payment in full of the Escrow Property has been released by it in accordance with this Section 2.3(c)interest then due.

Disbursements. The Escrow Agent is directed (1) Immediately prior to and shall distribute the Escrow Property in first six scheduled interest payments on the following manner: (a) If Notes, upon the Escrow Agent shall have received Trustee's receipt of a certificate written request from the Issuer Pledgor that is substantially in the form of Exhibit B, attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”a "Cash Disbursement Request"), executed the Trustee will promptly instruct the Securities Intermediary (i) to liquidate sufficient assets in the Securities Account so that net proceeds therefrom will fund the amount needed to make the applicable interest payment then due as requested in the Cash Disbursement Request, and (ii) to transfer those net proceeds as indicated therein. Neither the Trustee nor the Securities Intermediary shall be liable for any loss incurred upon the liquidation of assets in the Securities Account except loss due to their respective gross negligence or willful misconduct. (2) Any Cash Disbursement Request must be received no later than five Business Days before the disbursement date requested therein (which date must be a Business Day), must include the certifications in Exhibit B, and (as applicable) must be accompanied by one the additional documentation referred to therein. (3) The Trustee need not inquire into or verify the truth or accuracy of any statement in a Cash Disbursement Request. (4) Upon payment in full of the authorized signatories first six scheduled interest payments on the Notes, the security interest in the Pledged Collateral evidenced by this Security Agreement will automatically terminate and be of no further force and effect and the Issuer listed on Exhibit E-1 Pledged Collateral shall promptly be paid over and transferred to this Agreementthe Company or the Company's designee, then as the Escrow Agent shall liquidatecase may be. Furthermore, upon the release and deliver all Escrow Property of any Pledged Collateral from the Securities Account in accordance with the instructions and terms of this Security Agreement, whether upon release of Pledged Collateral in payment of scheduled interest payments on the date requested therein Notes or otherwise, the security interest evidenced by this Security Agreement in such released Pledged Collateral will automatically terminate and be of no further force and effect. (or, if such requested date is not a Business Day, on 5) Nothing in this Security Agreement shall afford the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than Pledgor (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, any right to issue Entitlement Orders with respect to any Pledged Collateral or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day except as expressly provided in Section 6(a) hereof (or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously as required by applicable law), any other right with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property respect to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificatePledged Collateral. (b6) If the Escrow Agent shall have received a certificate from the Issuer Nothing in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)6 shall limit the Trustee's rights and powers under this Security Agreement.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Not less than five (5) Business Days (as defined in the Escrow Agent shall have received a certificate Indenture) prior to the date of any of the first six scheduled interest payments due on the Notes the Pledgor shall, subject to subsection (b) of this Section 4, in writing, direct the Trustee to transfer from the Issuer Collateral Account to the Trustee in its capacity as Paying Agent funds necessary to provide for payment in full or any portion of the next scheduled interest payment on the Notes. Upon receipt of such written request, the Trustee will take any action reasonably necessary to provide for the payment of such interest payment on the Notes directly to the Holders of Notes from proceeds of the Collateral in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateCollateral Account. (b) If at any time the Escrow Agent shall have received a certificate from the Issuer amount of Collateral in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one Collateral Account exceeds 100% of the authorized signatories listed on Exhibit E-1 amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm selected by the Pledgor, to this Agreement, then provide for payment in full of the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and first six scheduled interest payments due on the date requested therein Notes (or, if such requested date is not a Business Dayin the event an interest payment or payments have been made, on an amount sufficient to provide for payment in full of any interest payments then remaining, up to and including the following Business Daysixth scheduled interest payment), which requested disbursement date shall be no earlier than (i) the day on which Pledgor may direct the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm Trustee in writing to release any such overfunding to it, PROVIDED that no Default (as defined in the Issuer Indenture) then exists. Upon receipt of a written request from the Pledgor and any other documentation reasonably satisfactory to the Trustee that to substantiate such excess, the Escrow Property has been released by it in accordance with Trustee will pay over to the Redemption Release CertificatePledgor any such over funded amount. (c) If there is any Escrow Property Upon payment in full of the first six scheduled interest payments on the Notes, the security interest in the Escrow Account on or after December 31Collateral evidenced by this Custody and Security Agreement will terminate and be of no further force and effect. Furthermore, 2013 then, notwithstanding upon the release of any objection, claim, demand or other notice Collateral from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it Collateral Account in accordance with the terms of this Section 2.3(c)Custody and Security Agreement, whether upon release of Collateral to Holders as payment of interest, to the Company or otherwise, the security interest evidenced by this Custody and Security Agreement in the Collateral so released will terminate and be of no further force and effect.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If The Issuer hereby agrees that, three business days prior to the date of each of the first thirteen scheduled dividend payments on the Preferred Securities, the Escrow Agent shall have received a certificate release from the Issuer in Escrow Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Preferred Securities proceeds sufficient to provide for payment in full of such dividend payment then due on the Preferred Securities. The Escrow Agent will release funds in an amount sufficient to provide for the payment of the Issuer listed dividend on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Preferred Securities in accordance with the instructions terms hereof and on the date requested therein payment provisions of the LLC Agreement to the Holders of the Preferred Securities from (or, if such requested date is not a Business Day, on and to the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (extent of) proceeds of the “Redemption Deadline”) and no earlier than (i) the day on which Pledged Securities in the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateAccount. (b) If the Issuer makes any dividend payment or portion of a dividend payment for which the Collateral is security from a source of funds other than the Escrow Account ("Issuer Funds"), the Issuer may deliver to the Escrow Agent, provided the Escrow Agent shall have has received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”)such dividend payment, executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing pay over to the Issuer and or the Trustee that Issuer's Designee, as the case may be, the requested amount from proceeds in the Escrow Property has been released by it Account as soon as practicable to another party at the direction of the Issuer (the "Issuer's Designee") proceeds from the Escrow Account in accordance with an amount less than or equal to the Redemption Release Certificateamount of Issuer Funds applied to such dividend payment. (c) Upon (i) payment in full of the first thirteen scheduled dividend payments on the Preferred Securities or (ii) exchange of all of the Preferred Securities into shares of CellNet Common Stock, the security interest in the Collateral (except, with respect to subsection (ii) in this Section 4(c), the Class of Pledged Securities (as defined below), if any, that will mature within [15 days] from the date of such exchange) evidenced by this Escrow Agreement and held in the Escrow Account will automatically terminate and be of no further force and effect and the Collateral (except, with respect to subsection (ii) in this Section 4(c), the Class of Pledged Securities, if any, that will mature within [15 days] from the date of such exchange) shall promptly be paid over and transferred to the Issuer. Furthermore, upon the release of any Collateral from the Escrow Account in accordance with the terms of this Escrow Agreement, whether upon release of Collateral to Holders as payment of dividends or otherwise, the security interest evidenced by this Escrow Agreement in such released Collateral will automatically terminate and be of no further force and effect. The Escrow Agent will take all steps reasonably requested by CellNet or Funding to evidence such release of record. (d) At least three Business Days prior to the due date of each of the first thirteen scheduled dividend payments on the Preferred Securities, the Issuer shall give the Escrow Agent notice as to whether such dividend payment will be made pursuant to Section 4(a) or 4(b) and the respective amounts of the dividend that will be paid from the Escrow Account and from Issuer Funds. Any Issuer Funds to be used to make any dividend payment shall be delivered to the Escrow Agent, in immediately available funds, prior to 10 a.m. one business day prior to such dividend payment date. If no such notice is given or such Issuer Funds have not been so delivered, the Escrow Agent will act pursuant to Section 4(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the dividend then due from the Escrow Account. (e) Upon any Automatic Exchange, the Escrow Agent, pursuant to a written notice given by the Issuer to the Escrow Agent, shall release from the Escrow Account and pay the Holders whose Preferred Securities are being automatically exchanged for shares of CellNet Common Stock pursuant to such Automatic Exchange, such Holders' pro rata share of the entire Collateral. (f) The Escrow Agent shall liquidate Collateral in the Escrow Account (pursuant to written instructions from Issuer) in order to make any scheduled payment of dividends or payment pursuant to Section 4(e) above unless there is any Escrow Property are sufficient funds in the Escrow Account on or after December 31such dividend payment date. (g) In the event that, 2013 thenprior to August 1, notwithstanding any objection2001, claima holder of the Preferred Securities exchanges such Preferred Securities with the Issuer for shares of CellNet Common Stock in accordance with the LLC Agreement, demand or other the Escrow Agent, pursuant to a written notice of the Issuer, shall release [and pay to CellNet] from the Issuer Escrow Account an amount of each Class of Pledged Securities (each other than the Class of Pledged Securities, if any, that will mature within [15 days] from the date of such exchange) that are then held in the Escrow Account equal to all of the Pledged Securities in such Class of Pledged Securities multiplied by a fraction, the numerator of which is the number of Preferred Securities which are hereby waived by being exchanged and the Issuer) or any other person to denominator of which is all of the contraryoutstanding -5- Preferred Securities; provided however, that the Escrow Agent shall liquidate and transfer only release each such Class of Pledged Securities to the Paying extent that it receives from an officer of the Issuer a written notice stating that it is his/her reasonable opinion that after such release, the Pledged Securities remaining in the Escrow Account will be sufficient upon receipt of scheduled interest and/or principal payment of all remaining Pledged Securities thereafter held in the Pledged Account to provide payment for the remaining cash dividends due on the Preferred Securities. Each group of Pledged Securities that will mature on or about a dividend payment date with respect to the Preferred Securities shall be considered, for purposes of this Section 4, a "Class of Pledged Securities". (h) Nothing contained in this Escrow Agreement shall (i) afford the Issuer any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Issuer control of any such security entitlement or (ii) otherwise give rise to any rights of the Issuer with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Issuer's rights under this Escrow Agreement as the beneficial owner of Collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 4(a), (b), (c), (e) and (g) hereof) of the Escrow Agent all Escrow Property on January 3, 2014in its capacity as such (and not as a securities intermediary). The Escrow Agent shall confirm in writing to the Trustee Issuer acknowledges, confirms and the Issuer agrees that the Escrow Property has been released by it in accordance with this Section 2.3(c)Agent is an entitlement holder of the security entitlements to the Pledged Securities solely as Escrow Agent for the Holders of the Preferred Securities and not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first five scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "ISSUER ORDER"), direct the Trustee to release from the Issuer in Collateral Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer listed Order, the Trustee will release funds in an amount sufficient to provide for the payment in full of such interest then due on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with such Issuer Order and the instructions payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Collateral Account. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a certificate source of funds other than the Collateral Account ("PLEDGOR FUNDS"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "PLEDGOR'S DESIGNEE") proceeds from the Issuer Collateral Account in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer an amount less than or equal to the Paying Agent all Escrow Property amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of (i) such Issuer Order and (ii) payment in full of such interest payment, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, proceeds from the Collateral Account in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateOrder as soon as practicable. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account written opinion of an internationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first five scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or after December 31to the Pledgor's Designee. Upon receipt of an Issuer Order (which shall include a certificate from such internationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceeds the amount required to be held in the Collateral Account) the Trustee shall pay over to the Pledgor or the Pledgor's Designee, 2013 thenas the case may be, notwithstanding any objectionsuch excess amount. (d) Upon payment in full of the first five scheduled interest payments on the Notes, claimthe security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor or the Pledgor's Designee, demand or other notice as the case may be. Furthermore, upon the release of any Collateral from the Issuer Collateral Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of which are hereby waived the first five scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by the IssuerIssuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Collateral Account and from Pledgor Funds. Any Pledgor Funds to be used to make any other person interest payment shall be delivered to the contraryTrustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If no such notice is given or such Pledgor Funds have not been so delivered, the Escrow Agent shall liquidate and transfer Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the Paying Agent all Escrow Property payment in full of the interest then due from the Collateral Account. (f) If on January 3, 2014. The Escrow Agent shall confirm any interest payment date there are insufficient funds in writing the Collateral Account to make any scheduled payment of interest (after taking into account any Pledgor Funds delivered to the Trustee as provided in Section 5(b) above), the Trustee shall liquidate Collateral in the Collateral Account to the extent necessary to pay, in full, such scheduled payment of interest. (g) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the Issuer exclusive dominion and control (except as expressly provided in Sections 5(a), (b), (c), (d), (e) and (f) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Escrow Property has been released by it in accordance with this Section 2.3(c)Trustee holds a security interest to the Pledged Securities solely as Trustee for the Holders of the Notes and not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and Trustee shall distribute hold the Escrow Property assets in the following mannerCash Collateral Account and the Collateral Investments Account and release the same, or a portion thereof, only as follows: (a) If At least five Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first four scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "ISSUER ORDER"), direct the Trustee to release from the Issuer in Cash Collateral Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will take any action necessary to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Escrowed Funds in the Cash Collateral Account. Nothing in this Section 7 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Cash Collateral Account ("PLEDGOR FUNDS"), the Pledgor may, after payment in full of such interest payment or portion thereof from proceeds of the Collateral or such Pledgor Funds or both, direct the Trustee to release to the Pledgor or to another party at the direction of the Pledgor (the "PLEDGOR'S DESIGNEE") proceeds from the Cash Collateral Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt of an Issuer Order by the Trustee, the Trustee shall have received pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the Cash Collateral Account. Concurrently with any release of funds to the Pledgor pursuant to this Section 7(b), the Pledgor shall deliver to the Trustee a certificate signed by an officer of the Pledgor stating that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or the Certificate of Incorporation of the Pledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the creation or imposition of any Lien on any assets of the Pledgor, except for the security interest granted under the Escrow and Security Agreement. (c) Upon receipt by the Trustee prior to 9:00 A.M. New York City time on the Termination Date of an Officers' Certificate and Opinions of Counsel with respect to the first Acquisition, the Trustee shall immediately disburse proceeds from the Issuer Cash Collateral Account such that the amount remaining in the form attached hereto Cash Collateral Account equals (i) an amount sufficient to purchase U.S. Government Obligations in such amount as Exhibit C (will be sufficient upon receipt of scheduled interest and principal payments on such securities, in the “Redemption Release Certificate”)opinion of a nationally recognized firm of independent public accountants selected by the Pledgor, executed by one to provide for payment in full of the authorized signatories listed first four scheduled interest payments due on Exhibit E-1 $100 million principal amount of Notes plus (ii) $60.6 million plus the amount of interest that would accrue on the $60.0 million principal amount of Notes from the Closing Date to this AgreementApril 30, then 1997 to, or at the Escrow Agent shall liquidate and transfer to written direction of, the Paying Agent all Escrow Property in accordance with Pledgor by the instructions and close of business on the date requested therein (orsuch Opinions of Counsel and Officers' Certificate are received by the Trustee; PROVIDED, HOWEVER, that if such requested date is not a Business Daydirections, on the following Business Day), which requested disbursement date shall be no earlier than Opinions of Counsel and Officers' Certificate are received by the Trustee (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a day other than a Business Day, Day or (ii) after 9:00 A.M. local time on such date, then, in either instance, the Trustee shall disburse the proceeds by the close of business on the next Business Day (unless such date is the Closing Date in which case the Trustee shall nevertheless disburse the proceeds immediately). The Pledgor agrees to use the disbursed proceeds to consummate the Acquisition on the date of such release or to repay indebtedness under the Bank Facility Agreement if the Escrow Agent receives Acquisition was financed with such indebtedness; PROVIDED that the Redemption Release Pledgor may retain up to $7.55 million of such proceeds. (d) If the Trustee receives, prior to 9:00 A.M. New York City time on the Termination Date, an Officers' Certificate after 2:00 p.m. Eastern Time and Opinions of Counsel with respect to the second Acquisition, the Trustee shall immediately disburse from the Cash Collateral Account to, or at the written direction of, the Pledgor by the close of business, on the date such Opinions of Counsel and Officers' Certificate are received by the Trustee, proceeds to the extent the U.S. Government Obligations held in the Collateral Investment Account exceed the amount sufficient upon the receipt of scheduled interest and principal payments on such securities, in the opinion of a nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the first four scheduled interest payments due on all Notes then outstanding. (i) On the Termination Date, if one, but not both Acquisitions have been consummated prior to such date, the Pledgor shall mail a notice to the Trustee and each Holder of the Notes stating that the Pledgor is making a Special Repurchase Offer for $60 million principal amount of the Notes on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing date no earlier than 30 days and no later than 60 days after the Termination Date (the "PURCHASE DATE"), at 101% of the principal amount thereof plus accrued interest thereon from the Closing Date to the Issuer Purchase Date (the "PURCHASE PRICE"), and shall state that such Notes must be surrendered to the Trustee in order to collect the Purchase Price. (ii) On the Purchase Date, the Trustee shall release proceeds from the Cash Collateral Account to the Paying Agent to be used to repurchase Notes surrendered in the Special Repurchase Offer and the Trustee shall release proceeds to the Pledgor to the extent that the Escrow Property U.S. Government Obligations held in the Collateral Investment Account exceed the amount sufficient upon the receipt of scheduled interest and principal payments on such securities, in the opinion of a nationally recognized firm of independent public accountants selected by the Pledgor, to provide for payment in full of the first four scheduled interest payments due on all Notes then outstanding. The Special Repurchase Offer shall be made as specified in the Indenture. (iii) On the Termination Date, if neither the Maryland 2 Acquisition nor the Horizon Properties Acquisition has been consummated prior to such date, the Trustee shall mail a notice by first class mail to each Holder's last address as it appears on the Security Register (as determined in the Indenture) stating that all of the outstanding Notes shall be redeemed within ten days after the Termination Date (the "REDEMPTION DATE"), at 101% of the principal amount thereof plus accrued interest thereon from the Closing Date to the Redemption Date (the "SPECIAL REDEMPTION PRICE"), and shall state that the Notes must be surrendered to the Trustee in order to collect the Special Redemption Price. (iv) On the Business Day prior to the Redemption Date, the Trustee shall release all Collateral to the Paying Agent. The Notes shall be redeemed as specified in the Indenture. (i) In the event, for any reason, the amount of Collateral to be released by it is insufficient to pay the aggregate Purchase Price to repurchase the portion of the Notes as provided for in Section 5(e)(i) hereof, the Pledgor shall, on or prior to the Purchase Date, deposit with the Paying Agent the amount of funds necessary to permit such Notes to be repurchased in accordance with the Redemption Release Certificateprovisions of the Indenture. (cii) In the event, for any reason, the amount of Collateral to be released is insufficient to pay the aggregate Special Redemption Price to redeem all of the outstanding Notes, the Pledgor shall, on or prior to the Redemption Date, deposit with the Paying Agent the amount of funds necessary to permit all outstanding Notes to be redeemed in accordance with the provisions of the Indenture. (g) If there is at any Escrow Property time following the consummation of the second Acquisition or the Special Repurchase Offer, the principal of and interest on the Collateral exceeds 100% of the amount sufficient, in the written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the first four scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such overfunded amount to the Pledgor or to such other party as the Pledgor may direct. Upon receipt of an Issuer Order the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, any such overfunded amount. (h) Upon payment in full of the first four scheduled interest payments on the Notes in a timely manner, the security interest in the Collateral evidenced by this Escrow Account on or after December 31and Security Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, 2013 then, notwithstanding upon the release of any objection, claim, demand or other notice Collateral from the Cash Collateral Account in accordance with the terms of this Escrow and Security Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Escrow and Security Agreement in such released Collateral will automatically terminate and be of no further force and effect. (i) At least three Business Days prior to the due date of any of the first four scheduled interest payments on the Notes, the Pledgor covenants to give the Trustee (by Issuer Order) notice as to whether payment of interest will be made pursuant to Section 7(a) or 7(b) and as to the respective amounts of interest that will be paid pursuant to Section 7(a) or 7(b). If no such notice is given, the Trustee will act pursuant to Section 7(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due. (each j) The Trustee shall not be required to liquidate any Collateral Investment in order to make any scheduled payment of which are hereby waived interest or any release hereunder unless instructed to do so by the IssuerIssuer Order or pursuant to Section 14 hereof. (k) Nothing contained in Section 1, Section 5, this Section 7 or any other person provision of this Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the contraryCollateral Investments or any securities account in which any such security entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of Pledgor with respect to the Paying Agent all Collateral Investments, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Escrow Property on January 3and Security Agreement as the beneficial owner of collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 7(a), 2014(b), (c), (d), (e), (f) and (g) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Escrow Agent shall confirm in writing Pledgor acknowledges, confirms and agrees that the Trustee holds a security entitlement to the Trustee Collateral Investments solely as trustee for the Holders of the Notes and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Not less than six (6) Business Days prior to the Escrow Agent shall have received a certificate next scheduled Interest Payment Date with respect to the Senior Notes the Pledgor may, in writing, direct the Trustee to transfer from the Issuer Collateral Account to the Trustee in its capacity as Paying Agent funds necessary to provide for payment in full or any portion of the next scheduled interest payment on the Senior Notes. Upon receipt of such written request, the Trustee will take any action reasonably necessary to provide for the payment of such interest payment on the Senior Notes directly to the Holders from proceeds of the Pledged Securities in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateCollateral Account. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Pledged Securities are collateral from a certificate from source of funds other than the Issuer in the form attached hereto as Exhibit C Collateral Account (the “Redemption Release Certificate”"Pledgor Funds"), executed by one of the authorized signatories listed on Exhibit E-1 to this AgreementPledgor may, then after payment in full for such interest payment, direct the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm Trustee in writing to release to the Issuer Pledgor or at the direction of the Pledgor an amount of funds from the Collateral Account less than or equal to the amount of Pledgor Funds so expended within six business days of such request. Upon receipt of a direction from the Pledgor and any other documentation reasonably satisfactory to the Trustee to substantiate such use of Pledgor Funds by the Pledgor (including the certificate described in the following sentence), the Trustee will take any action reasonably necessary to enable it to pay over to the Pledgor the requested amount. Concurrently with any release of funds to the Pledgor pursuant to this Section 4(b), the Pledgor will deliver to the Trustee a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Pledgor stating that the Escrow Property use of Pledgor Funds to make interest payments has been released duly authorized by it all necessary corporate action, and does not contravene, or constitute a default under, any provisions of applicable law or regulation or of the certificate of incorporation of the Pledgor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Pledgor or result in accordance with the Redemption Release Certificatecreation or imposition of any Lien on any assets of the Pledgor. (c) If there is at any Escrow Property time the amount of Pledged Securities exceeds the amount sufficient, in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each opinion of which are hereby waived a nationally recognized firm of independent public accountants selected by the Issuer) Pledgor, to provide for payment in full of the next two succeeding scheduled interest payments due on the Senior Notes (or, in the event an interest payment or payments have been made, an amount sufficient to provide for payment in full of any other person interest payments then remaining, up to and including the contraryfinal scheduled interest payment), the Escrow Agent shall liquidate and transfer to Pledgor may direct the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm Trustee in writing to release any such overfunding to it. Upon receipt of a written request from the Pledgor and delivery of an Officer's Certificate to the Trustee and the Issuer that the Escrow Property has been released by it to substantiate such excess in accordance with Section 4.15(d) of the Indenture, the Trustee will pay over to the Pledgor any such over- funded amount. (d) Upon payment in full of all scheduled interest payments on the Senior Notes, the security interest in the Collateral evidenced by this Section 2.3(c)Custody and Security Agreement will terminate and be of no further force and effect. Furthermore, upon the release of any Collateral from the Collateral Account in accordance with the terms of this Custody and Security Agreement, whether upon release of Collateral to Holders as payment of interest, to the Company or otherwise, the security interest evidenced by this Custody and Security Agreement in the Collateral so released will terminate and be of no further force and effect.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Immediately prior to the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one due date of any of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and first seven scheduled interest payments on the date requested therein (orSenior Notes, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than Company may (i) pursuant to written instructions given by the day Company to the Trustee (an "Issuer Order"), direct the Trustee to release from the Pledge Account and pay to the Holders of the Senior Notes proceeds sufficient to provide for payment in full of such interest then due on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, Senior Notes or (ii) deposit with the Trustee from funds otherwise available to the company cash sufficient to pay the interest scheduled to be paid on such date. Upon receipt of an Issuer Order, the Trustee will release funds in an amount sufficient to provide for the payment in full of such interest then due on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer Senior Notes in accordance with such Issuer Order and the Anticipated Consummation Release Certificatepayment provisions of the Indenture to the Holders of the Senior Notes from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the Senior Notes upon acceleration thereof. (b) If the Escrow Agent shall have received Company makes any interest payment or portion of an interest payment pursuant to Section 5(a)(ii) from a certificate source of funds other than the Pledge Account ("Pledgor Funds"), the Company may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Company or to another party at the direction of the Company (the "Pledgor's Designee") proceeds from the Issuer Pledge Account in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer an amount less than or equal to the Paying Agent all Escrow Property amount of Company Funds applied to such interest payment. Upon receipt by the Trustee of (i) such Issuer Order and (ii) payment in full of such interest payment, the Trustee shall pay over to the Company or the Company's Designee, as the case may be, proceeds from the Pledge Account in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificateOrder as soon as practicable. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each written opinion of which are hereby waived an internationally recognized firm of independent accountants selected by the Issuer) or any other person Company and delivered to the contraryTrustee, to provide for payment in full of the remaining first seven scheduled interest payments due on the Senior Notes, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to Company may direct the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).to release any such excess amount to the

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "ISSUER ORDER"), direct the Trustee to cause the release from the Issuer in Pledge Account and to pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will cause the release of funds in an amount sufficient to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions Issuer Order and the payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a certificate source of funds other than the Pledge Account ("PLEDGOR FUNDS"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to cause to be released to the Pledgor or to another party at the direction of the Pledgor (the "PLEDGOR'S DESIGNEE") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of such Issuer Order and provided the Trustee has received such interest payment, the Trustee shall promptly cause the payment over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificatePledge Account. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first six scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to cause to be released any such excess amount to the Pledgor or after December 31to the Pledgor's Designee. Upon receipt of an Issuer Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceeds the amount required to be held in the Pledge Account) the Trustee shall promptly cause the payment over to the Pledgor or the Pledgor's Designee, 2013 thenas the case may be, notwithstanding any objectionsuch excess amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes, claimthe security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, demand or other notice upon the release of any Collateral from the Issuer Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of which the first six scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 4(a) or 4(b) hereof and the respective amounts of interest that will be paid from the Pledge Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10 a.m. on such interest payment date. If no such notice is given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) hereof as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledge Account. (f) Upon the due date of any of the first six scheduled interest payments on the Notes, the Trustee will notify the Pledgor if there are hereby waived by insufficient funds in the IssuerPledge Account to make the scheduled interest payment. (g) Nothing contained in Section 1, Section 3, this Section 4 or any other person provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the contraryPledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Escrow Agent shall liquidate and transfer Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Paying Agent all Escrow Property on January 3Pledged Securities, 2014. The Escrow Agent shall confirm any security entitlement thereto or any securities account in writing which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 4(a), (b) and (c) hereof) of the Trustee in its capacity as such (and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(cnot as a securities intermediary).

Disbursements. The Escrow During any Cash Management Period, Administrative Agent is directed shall (subject, however, to the rights of Administrative Agent pursuant to Section 4.2(7) upon the occurrence and shall distribute during the Escrow Property continuance of an Event of Default) disburse and/or allocate to Subaccounts, as applicable, all available amounts deposited into the Cash Management Account on each Payment Date in the following manneramounts and order of priority: (a) If First, to the Escrow Borrower Account in an amount equal to the Approved Operating Expenses, unless Borrower has delivered to Administrative Agent shall have received cash, a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Qualified Letter of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Credit or a Qualified Guaranty in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business DaySection 9.2(3) and/or Section 3.1(9), which requested disbursement date shall be no later than December 30as applicable (collectively, 2013 (the “Redemption DeadlinePosted Reserves”) and Administrative Agent has not drawn on such Posted Reserves for payment of such amounts, in which case such amounts shall be disbursed to Borrower under this clause (a) provided that no earlier than (iEvent of Default then exists) for the day on month in which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business DayPayment Date occurs; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property amount disbursed to the Issuer in-kind. The Escrow Agent Borrower Account pursuant to this clause (a) shall confirm be used by Borrower solely to pay the Approved Operating Expenses for such month (Borrower agreeing that, in writing the event that such Approved Operating Expenses exceed the actual Operating Expenses for such month, such excess amounts shall be remitted by Borrower to the Issuer and the Trustee that the Escrow Property has been transferred by it Cash Management Account prior to the Issuer in accordance with next succeeding Payment Date or credited by Administrative Agent against the Anticipated Consummation Release Certificate.succeeding month’s Approved Operating Expenses); (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”Second, subject to Section 9.2(3), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing Tax Reserve Account an amount equal to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate.Monthly Tax Deposit; (c) If there is Third, subject to Section 3.1(9), to the Insurance Reserve Account an amount equal to the Monthly Insurance Premium Deposit; (d) Fourth, to the Condominium Charges Reserve Account, an amount equal to the Monthly Condominium Charges Deposit; (e) Fifth, to Restricted Account Bank, funds sufficient to pay the fees and expenses of Restricted Account Bank then due and payable with respect to the Restricted Account and the administration thereunder and not otherwise paid by Borrower; (f) Sixth, to the Debt Service Reserve Account, an amount equal to any Escrow Property interest accruing at the Default Rate; (g) Seventh, to the Debt Service Reserve Account, an amount equal to the Monthly Debt Service Payment Amount; (h) Eighth, to the Debt Service Reserve Account, an amount equal to any costs, fees and expenses due and payable to Administrative Agent pursuant to the Loan Documents; (i) Ninth, to the Borrower Account if no Event of Default then exists or at Administrative Agent’s option if an Event of Default then exists, an amount equal to the Approved Extraordinary Expenses for the month in which the next Payment Date occurs; provided that the amount disbursed to Borrower’s Account pursuant to this clause (i) shall be used by Borrower solely to pay the Approved Extraordinary Expenses for such month (Borrower agreeing that, in the Escrow Account on or after December 31event that such Approved Extraordinary Expenses exceed the actual Extraordinary Expenses for such month, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived such excess amounts shall be remitted by the Issuer) or any other person Borrower to the contraryCash Management Account prior to the next succeeding Payment Date); and (j) Tenth, the Escrow Agent shall liquidate and transfer amounts remaining after payment of the items set forth in clauses (a) through (i) above, as applicable, to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent Excess Cash Flow Account to be held as additional collateral for the Indebtedness until the Cash Management Period shall confirm have terminated or the Indebtedness shall be paid in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(cfull (whichever first occurs).

Disbursements. The Escrow Agent is directed Notwithstanding anything herein to and shall distribute the Escrow Property in the following mannercontrary: (ai) If All amounts subject to release from the Escrow Agent Fund to the Stockholders and Optionholders shall have received a certificate from the Issuer be released (i) first, in the form attached hereto as Exhibit B-1 of Escrow Shares, (ii) second, and to the “Anticipated Consummation Release Certificate”extent that insufficient Escrow Shares remain in the Escrow Account, in the form of other non-cash property, and (iii) thereafter, to the extent that insufficient non-cash property and Escrow Shares remain in the Escrow Account, in the form of cash. Any cash, stock or other property released from the Escrow Fund to the Stockholders or Optionholders in accordance with this Agreement or the Escrow Agreement shall (A) if Escrow Shares (and dividends or other amounts earned thereon and held in the Escrow Fund), executed by one be delivered or paid to the Stockholders in accordance with their respective Stock Percentages (as defined below), and (B) if Escrow Cash (and interest and other amounts earned thereon), be delivered or paid to the Stockholders and Optionholders in accordance with their respective Cash Percentages (as defined below), in each case and pursuant to the wire transfer and delivery instructions set forth in the Consideration Spreadsheet; provided however, that any such amounts payable to the Optionholders shall be paid to Target’s payroll provider designee and thereafter promptly remitted (less applicable tax withholding) to the Optionholders. For purposes of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on “Stock Percentage” of a Stockholder shall be equal to a fraction (x) the numerator of which is the Escrow Agent receives number of Stock Conversion Shares held by such Stockholder immediately prior to the Anticipated Consummation Release Certificate if Closing, and (y) the Escrow Agent receives denominator of which is aggregate number of Stock Conversion Shares held by all Stockholders immediately prior to the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business DayClosing, or and (ii) on the next Business Day if “Cash Percentage” of a Stockholder or Optionholder shall be equal to a fraction (x) the Escrow Agent receives numerator of which is the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day sum of the number of Cash Conversion Shares held by such Stockholder or on a day that Optionholder immediately prior to the Closing plus the number of Target Shares issuable upon exercise of all Options held by such Stockholder or Optionholder immediately prior to the Closing, and (y) the denominator of which is not a Business Day; provided that the sum of the aggregate number of Cash Conversion Shares held by all Stockholders and Optionholders immediately prior to the Closing plus the aggregate number of Target Shares issuable upon the request exercise of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property all Options outstanding immediately prior to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateClosing. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on In the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day event that it is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31determined, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(cAgreement, that Purchaser or any other Purchaser Indemnitee is entitled to disbursement from any cash, stock or other property held in the Escrow Fund, then Purchaser shall receive disbursement first in cash and then, to the extent that insufficient cash remains in the Escrow Account, in Escrow Shares or Exchange Property, as applicable. (iii) Except as set forth in clause (A) of the definition of “Partial Release Amount,” for purposes of this Agreement and the Escrow Agreement, (i) each share of Purchaser Common Stock disbursed or released from the Escrow Account shall (A) prior to the Initial Qualified Public Offering of the Purchaser Common Stock be valued at the Purchaser Stock Price (subject to adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like), and (B) following the Initial Qualified Public Offering of the Purchaser Common Stock and the registration of the Escrow Shares (if any) the Purchaser Stock Trading Value, and (ii) all Exchange Property so disbursed shall be valued at the aggregate Purchaser Stock Price of the Purchaser Common Stock for which such Exchange Property was exchanged or converted. For purposes of this Agreement, the “Purchaser Stock Trading Value” shall be equal to the volume-weighted average of the trading prices on any national securities exchange on which Purchaser Common Stock is listed for one (1) share of Purchaser Common Stock for the five (5) consecutive trading days immediately preceding the day that is three (3) trading days prior to the disbursement of the applicable Escrow Shares from the Escrow Account (subject to adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Not less than three Business Days prior to the Escrow Agent shall have received a certificate date of any of the Secured Payments, the Pledgor may direct the Trustee in writing to transfer from the Issuer Pledge Account to the Trustee in the form attached hereto its capacity as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Paying Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Dayapplicable, any successor Paying Agent), United States dollars in immediately available funds necessary to provide for payment in full of or any portion of the next regularly scheduled interest payment on the following Business Day)Notes. Upon receipt of such written request, which requested disbursement date the Trustee shall be no later than December 30take such action as is necessary to provide for the timely payment of such amount of United States dollars in immediately available funds directly to the Trustee as Paying Agent (or, 2013 (the “Redemption Deadline”if applicable, any successor Paying Agent) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request from proceeds of the Issuer delivered simultaneously with Pledged Securities held in the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificatePledge Account. (b) If the Escrow Agent shall have received Pledgor elects to pay any of the Secured Payments (or any portion thereof) from a certificate from source of funds other than the Issuer in the form attached hereto as Exhibit C Pledge Account (the “Redemption Release Certificate”"Pledgor's Funds"), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer Pledgor may on at least two Business Days' prior written notice, after payment of such Secured Payment or portion thereof (evidenced by an Officers' Certificate delivered to the Paying Agent all Escrow Property Trustee stating that such regularly scheduled interest payment or portion thereof has been made in accordance with the instructions and on terms of the date requested therein (or, if such requested date is not a Business Day, on the following Business DayIndenture), which requested disbursement date shall be no earlier than (i) direct the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm Trustee in writing to release to the Issuer and Pledgor or as it may direct an amount of funds or Pledged Securities, at the Pledgor's sole option, from the Pledge Account less than or equal to the amount of Pledgor's Funds so expended, without accounting for any Pledgor's Funds so expended in payment of Defaulted Interest. Upon receipt of such written direction from the Pledgor, together with the certificate described in the preceding sentence, the Trustee that shall take such action as is necessary to provide for the Escrow Property has been released by it in accordance with prompt payment to the Redemption Release CertificatePledgor of the amount of funds or Pledged Securities requested from the Pledge Account. (c) If there is at any Escrow Property time the scheduled payments of principal of and interest on the Pledged Securities exceeds 100% of the amount in cash sufficient, based on the report of an internationally recognized firm of independent certified public accountants selected by the Pledgor and addressed to the Trustee, to provide for timely payment in full of the Secured Payments (or, in the Escrow Account on or after December 31event any Secured Payments have been made, 2013 then, notwithstanding any objection, claim, demand or other notice from an amount in cash sufficient to provide for timely payment in full of the Issuer (each of which are hereby waived by the Issuer) or any other person to the contraryremaining unpaid Secured Payments), the Escrow Agent shall liquidate and transfer to Pledgor may direct the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm Trustee in writing to release to the Pledgor or as it directs an amount of funds or Pledged Securities, at the Pledgor's sole option, less than or equal to such excess. Upon receipt of such written direction from the Pledgor, together with such report of such internationally recognized firm of independent certified public accountants, the Trustee and shall take such action as is necessary to provide for the Issuer prompt payment to the Pledgor of the amount of funds or Pledged Securities requested from the Pledge Account. (d) Upon payment in full of the Secured Payments, evidenced by an Officers' Certificate delivered to the Trustee stating that the Escrow Property has such regularly scheduled interest payments have been released by it made in full in accordance with the Indenture, the security interest in the Collateral evidenced by this Section 2.3(c)Pledge Agreement shall terminate and be of no further force and effect. Furthermore, upon release of any Collateral from the Pledge Account in accordance with the terms of this Pledge Agreement, the security interest evidenced by this Pledge Agreement in the Collateral so released shall terminate and be of no further force and effect.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If In the Escrow Agent shall event NOAA determines, pursuant to the terms of the Consent Decree, that Performing Parties have received a certificate from the Issuer failed to meet their monitoring, maintenance, or long-term stewardship obligations described in the form attached hereto as Exhibit B-1 (Consent Decree, including the “Anticipated Consummation Release Certificate”)SOW, executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this AgreementNOAA may, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on terms of the date requested therein (orConsent Decree, if such requested date is not a Business Daynotify, on in writing, the following Business Day)Performing Parties of the deficiencies in the Performing Parties’ monitoring, which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Daymaintenance, or long-term stewardship obligations (ii) on “Access to Escrow Notice”). In the next Business Day if event that Performing Parties are unable to cure the deficiencies specified in the Access to Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer Notice, in accordance with the Anticipated Consummation Release Certificate. terms of paragraph 25 of the Consent Decree (b) If the “Access to Escrow Account”), NOAA will notify Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C of such failure (the “Redemption Release CertificateExercise of Access to Escrow Account Notice”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate ) and transfer will send a copy to the Paying Agent all Escrow Property Performing Parties, in accordance with the instructions and on notice requirements in Section 4.3. Upon receipt of the date requested therein (orExercise of Access to Escrow Account Notice from NOAA, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any release such Escrow Property in the Escrow Account that NOAA deems necessary to implement the required monitoring, maintenance, and long-term stewardship obligations to NOAA (into an account to be determined by NOAA). Each Exercise of Access to Escrow Account Notice shall be accompanied by a written instruction executed by an authorized representative of NOAA listed on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014Exhibit B-1 attached hereto. The Escrow Agent shall confirm disburse Escrow Property from the Escrow Account to NOAA in writing accordance with the instructions specified in such written instruction, as promptly as practicable, and in no event later than three (3) Business Days after the Escrow Agent's receipt of such written instruction. The Performing Parties are not required to approve or execute any disbursement request under this Section 1.3(a). (b) From time to time, pursuant to the Trustee and terms of the Issuer Consent Decree, NOAA may submit documentation to Escrow Agent indicating that NOAA has approved a request by Performing Parties to reduce the amount of the Escrow Property has been released in the Escrow Account. Upon receipt of such documentation from NOAA, Escrow Agent shall release such Escrow Property in the approved amount to the Performing Parties (into an account to be determined by it the Performing Parties). Each submission of documentation presented pursuant to this Section 1.3(b) shall be accompanied by a joint written instruction executed by an authorized representative on Part I of each Exhibit B-1, Exhibit B-2 and Exhibit B-3 attached hereto. The Escrow Agent shall disburse Escrow Property from the Escrow Account to the designated party or parties in the amount(s) and in accordance with this Section 2.3(cthe instructions specified in such joint written instruction, as promptly as practicable, and in no event later than three (3) Business Days after the Escrow Agent's receipt of such joint written instruction. Escrow Agent shall not release any funds in the Escrow Account without written documentation of NOAA’s approval. (c) The Performing Parties agree to deliver an IRS form W-9 or W-8 for any payee(s), if such form has not been previously provided to the Escrow Agent.

Disbursements. The Escrow Agent is directed to On each Business Day the Depositary Bank shall transfer all collected and shall distribute the Escrow Property available funds in the following manner: Deposit Account to the Holding Account and on each Business Day (a) If or as otherwise provided for in the Escrow Agent Deposit Account Agreement), provided no Event of Default has occurred and is continuing, and subject to Section 9.4.2 hereof, Note Trustee shall have received a certificate transfer from the Issuer in the form attached hereto as Exhibit B-1 Holding Account (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property or authorize such transfer) in accordance with the instructions and on terms of the date requested therein (orDeposit Account Agreement, if such requested date is not a Business Dayto the extent available therein, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (payments in accordance with the “Redemption Deadline”) and no earlier than following priorities: (i) First, to the day on which Tax and Insurance Escrow Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Tax and Insurance Escrow Agent receives Account by the Anticipated Consummation Release Certificate next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.3 hereof (other than Section 9.3.3(b)) have been so deposited; (ii) Second, to the Escrow Agent receives Tax and Insurance Sub-Account, payment of all amounts in the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on Holding Account until the Tax and Insurance Incremental Amount, if any, required to be deposited in the Tax and Insurance Sub-Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.3.3(b) hereof have been so deposited; (iii) Third, to the Ground Rent Reserve Account, payment of all amounts in the Holding Account until all amounts required to be deposited in the Ground Rent Reserve Account by the next Payment Date (or if such Business DayDay is a Payment Date, by such Payment Date) pursuant to Section 9.2.10 hereof have been so deposited (iv) Fourth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Third Party Securitization Amount and the Rating Agency Securitization Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof have been so deposited; (v) Fifth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Debt Service Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (vi) Sixth, after the occurrence of an Earthquake Reserve Event, payment of all amounts in the Holding Account until the amounts required to be deposited in the Earthquake Deductible Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.8 hereof have been so deposited. (vii) Seventh, after the occurrence of a Deficiency Payment, payment of all amounts in the Holding Account until the amounts required to be deposited in the Deficiency Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.11 hereof have been so deposited; 146 (viii) Eighth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Cost and Expense Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (ix) Ninth, to the FF&E Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the FF&E Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.16 hereof have been so deposited; (x) Tenth, to the Incentive Management Fee Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Incentive Management Fee Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.13 hereof have been so deposited; (xi) Eleventh, to the extent a Management Agreement Trigger Event has occurred, to the Property Manager Reserve Account, a sum equal to (i) if only one of the Affected Property Management Agreements has been terminated, the Applicable Property Manager Amount corresponding to such Property or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by more than one of the authorized signatories listed on Exhibit E-1 Affected Property Management Agreements have been terminated, the sum of each Applicable Property Manager Amount corresponding to this Agreement, then each applicable Property (the Escrow Agent shall liquidate and transfer amount required to be transferred to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than Reserve Account pursuant to foregoing clauses (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or and (ii) is referred to herein as the "Required Amount"), in each case until the amount on deposit in the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that Property Manager Reserve Account is not a Business Day. The Escrow Agent shall confirm in writing equal to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate.Required Amount; and (cxii) If there Twelfth, if no monetary Default or Event of Default is any Escrow Property then continuing to such accounts of Issuers and Operating Lessees, as Issuers and Operating Lessees may direct, all amounts remaining in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)Holding Account.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Three business days prior to the Escrow Agent shall have received a certificate due date of any of the first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Issuer in Pledge Account and pay to the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one Holders of the authorized signatories Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will release funds in an amount sufficient to provide for the payment of the Issuer listed interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with such Issuer Order and the instructions payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. If no such Issuer Order is issued by the Pledgor, the Trustee will act as if it had received an Issuer Order for the payment in full of the interest then due from the Pledge Account. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent shall have received Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a certificate source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt by the Trustee of such Issuer Order and provided the Trustee has received such interest payment, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in the form attached hereto Pledge Account as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatesoon as practicable. (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first six scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or after December 31to the Pledgor's Designee. Upon receipt of an Issuer Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceeds the amount required to be held in the Pledge Account) the Trustee shall pay over to the Pledgor or the Pledgor's Designee, 2013 thenas the case may be, notwithstanding any objectionsuch excess amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes, claimthe security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor. Furthermore, demand or other notice upon the release of any Collateral from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect and the Trustee shall deliver such documents as may be necessary to discharge any security interest with respect to the Collateral under the UCC. (e) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor may give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 2.3(c5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledge Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, at or prior to 10:00 a.m. (New York City time) on such interest payment date. If no such Issuer Order is given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledge Account. (f) The Trustee shall liquidate Collateral in the Pledge Account (pursuant to written instructions from Pledgor) in order to make any scheduled payment of interest unless there are sufficient funds in the Pledge Account on such interest payment date. (g) Nothing contained in this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 5(a), (b) and (c) hereof) of the Trustee in its capacity as such (and not as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Trustee holds a security to the Pledged Securities solely as Trustee for the Holders of the Notes and not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Unless notified at least one Business Day in advance of an Interest Payment Date of the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”Pledgor's election pursuant to Section 5(b), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date when each of the first two scheduled interest payments is not a Business Day, due on the following Business Day)Notes and without notice from the Pledgor, which requested disbursement date the Collateral Agent shall be no later than December 30transfer from the Pledge Account to the Paying Agent under the Indenture, 2013 (funds necessary to provide for payment in full or of any portion of the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) next scheduled interest payment on the next Business Day if Notes and the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Paying Agent shall confirm in writing apply the proceeds to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificatesuch interest payment. (b) If the Escrow Agent shall have received Pledgor elects to pay any of the first two scheduled interest payments (or portion thereof) on the Notes from a certificate from source of funds other than the Issuer in the form attached hereto as Exhibit C Pledge Account (the “Redemption Release Certificate”"Pledgor's Funds"), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Pledgor may, after payment in full of such interest payment, deliver to the Collateral Agent shall liquidate and transfer to written acknowledgment from the Paying Agent all Escrow Property of its receipt of such funds, together with a written request for release of a portion of Collateral not in accordance excess of the Pledgor's Funds so paid, whereupon the Collateral Agent is hereby authorized and directed to release to the Pledgor an amount of funds from the Pledge Account less than or equal to the amount of Pledgor Funds so expended. Upon receipt of such written direction from the Pledgor, together with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on certificate described in the following Business Daysentence, the Collateral Agent shall take such action as is necessary to provide for the payment to the Pledgor of the amount requested from the Pledge Account. Prior to any release of funds to the Pledgor from the Pledge Account pursuant to this Section 5(b), which requested disbursement date the Pledgor shall be no earlier than (i) deliver to the day on which Collateral Agent an Officer's Certificate stating that such use of Pledgor's Funds has been duly authorized by all necessary corporate action and does not contravene or constitute a default under any provision of applicable law, regulation or the Escrow Agent receives certificate of incorporation of the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business DayPledgor, or (ii) of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Pledgor, and does not result in the creation or imposition of any Lien on any asset of the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificatePledgor. (c) If there is at any Escrow Property time the amount of Collateral exceeds the amount sufficient, in the Escrow Account opinion of a nationally recognized firm of independent certified public accountants selected by the Pledgor, to provide for payment in full of the first two scheduled interest payments due on the Notes (or, in the event any interest payments have been made on the Notes, an amount sufficient to provide for payment in full of all interest payments then remaining up to and including the second scheduled interest payment), the Pledgor may direct the Collateral Agent in writing to release to the Pledgor or after December 31as it directs, 2013 then, notwithstanding any objection, claim, demand an amount less than or other notice equal to such excess. Upon receipt of such written direction from the Issuer (each Pledgor, together with the opinion of which are hereby waived by the Issuer) or any other person a nationally recognized firm of independent certified public accountants with respect to the contraryvalue of the Pledged Securities, the Escrow Collateral Agent shall liquidate take such action as is necessary to provide for the payment to the Pledgor of the amount requested from the Pledge Account. (d) Upon payment in full of the first two scheduled interest payments on the Notes, the security interest in the Collateral evidenced by this Pledge Agreement shall terminate and transfer be of no further force and effect. Furthermore, upon release of any Collateral from the Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to the Paying Agent all Escrow Property on January 3Agent, 2014. The Escrow Agent shall confirm in writing to the Trustee Pledgor or otherwise, the security interest evidenced by this Pledge Agreement in the Collateral so released shall terminate and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)be of no further force and effect.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If At least three Business Days prior to the Escrow due date of any of the first six scheduled interest payments on the Securities, the Pledgor may, pursuant to written instructions given by the Pledgor to the Collateral Agent shall have received a certificate (an "Issuer Order"), direct the Collateral Agent to release from the Pledge Account and pay to the Holders of the Securities proceeds sufficient to provide for payment in full of such interest then due on the Securities. Upon receipt of an Issuer Order, the Collateral Agent will (i) issue a Payment Order (as defined in the form attached hereto as Exhibit B-1 (Control Agreement) to the “Anticipated Consummation Release Certificate”), executed by one Account Holder for the release from the Pledge Account funds to the Collateral Agent in an amount sufficient to provide for the payment of the authorized signatories interest on the Securities in accordance with such Issuer Order and (ii) pay such funds to the Holders of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Securities in accordance with the instructions Indenture and the Securities. Nothing in this Section 5 shall affect the Collateral Agent's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Securities upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Pledgor makes any of the first six scheduled interest payments on the Securities or portion of such an interest payment from a source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Collateral Agent pursuant to an Issuer Order to issue a Payment Order (as defined in the Control Agreement) to the Account Holder for the release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such interest payment. Upon receipt by the Collateral Agent of such Issuer Order and provided the Collateral Agent has received such interest payment, the Collateral Agent shall have received direct the Account Holder pursuant to a certificate Payment Order to pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from the Issuer proceeds in the form attached hereto Pledge Account as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificatesoon as practicable. (c) If there is any Escrow Property in At least three Business Days prior to the Escrow Account due date of each of the first six scheduled interest payments on the Securities, the Pledgor shall give the Collateral Agent notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice 5(b) above and the respective amounts of interest that will be paid from the Issuer (each of which are hereby waived by the Issuer) or Pledge Account and from Pledgor Funds. Any Pledgor Funds to be used to make any other person interest payment shall be delivered to the contraryCollateral Agent, the Escrow Agent shall liquidate and transfer in immediately available funds, prior to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)10:00 a.m. (New York 5.

Disbursements. The Escrow Security Agent is directed to and shall distribute hold the Escrow Property Collateral in the following mannerEscrowed Interest Account, including Securities Entitlements with respect to the Book Entry Securities credited to the New York Securities Intermediary Account, and release the same, or a portion thereof, only as directed by the Trustee. The Trustee agrees to direct the Security Agent (and the Security Agent agrees to direct the New York Securities Intermediary) as follows: (a) If At least five Business Days prior to the Escrow Agent shall have received a certificate due date of any of the first five scheduled interest payments on the Notes from the Issue Date through August 1, 1999, the Pledgor may, pursuant to written instructions executed by the Pledgor (an "Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”Order"), executed by one direct the Trustee to cause the Security Agent to release from the Escrowed Interest Account and pay to the Holders proceeds sufficient to provide for payment in full of the authorized signatories scheduled interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will take any action necessary to provide for the payment of the Issuer listed scheduled interest on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property Notes in accordance with the instructions payment provisions of the Indenture to the Holders from (and to the extent of) the Collateral, including Securities Entitlements with respect to the Pledged Securities maintained in the New York Securities Intermediary Account, Escrowed Funds and proceeds thereof in the Escrowed Interest Account. Nothing in this Section 7 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Notes upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Escrowed Interest Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment or portion thereof from proceeds of the Collateral or such Pledgor Funds or both, direct the Security Agent to release to the Pledgor or to another party at the direction of the Pledgor (the "Pledgor's Designee"), net of any costs, fees or expenses (such as breakage fees) incurred to permit such release, proceeds from the Escrowed Interest Account, including with respect to Securities Entitlements in the Pledged Securities maintained in the New York Securities Intermediary Account, in an amount less than or equal to the amount of Pledgor Funds appropriately applied to such interest payment so that there remains in the Escrowed Interest Account, including with respect to Securities Entitlements in the Pledged Securities maintained in the New York Securities Intermediary Account, an amount at least sufficient to pay in full, after receipt of scheduled interest and principal payments on Pledged Securities, in the written opinion of an Independent Financial Advisor (which written opinion shall have received accompany any Issuer Order), the remaining of the first five interest payments due on the Notes. Upon receipt of an Issuer Order and the related written opinion of such Independent Financial Advisor by the Trustee, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the appropriate requested amount from proceeds in the Escrowed Interest Account, including with respect to Securities Entitlements in the Pledged Securities maintained in the New York Securities Intermediary Account. Immediately prior to any release of funds to the Pledgor pursuant to this Section 7(b), Section 7(d) or Section 7(g), the Pledgor shall deliver to the Security Agent a certificate from signed by an officer of the Issuer Pledgor stating that such release has been duly authorized by the Pledgor and will not contravene any provision of applicable law or the Certificate of Incorporation of the Pledgor or any material agreement or other material instrument binding upon the Pledgor or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Pledgor or any of its subsidiaries or result in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one creation or imposition of any security interest in or lien on any assets of the authorized signatories listed on Exhibit E-1 to Pledgor, except for the security interests granted under this Escrow and Security Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is At least five Business Days prior to the due date of any Escrow Property of the first five scheduled interest payments on the Notes (or one Business Day in the case of the first such interest payment), the Pledgor covenants to give the Trustee (by Issuer Order) notice as to the amount of interest that will be paid pursuant to Section 7(a) or (b) and as to the respective amounts of interest that will be paid pursuant to Section (a) or (b). If no such notice is given by such fifth Business Day (or one Business Day in the case of the first such interest payment) prior to the respective first five scheduled interest payments on the Notes, the Trustee will act pursuant to Section 7(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the scheduled interest then due. (d) If Pledgor has optionally redeemed Notes with the net proceeds of a Primary Offering, the Pledgor may, pursuant to an Issuer Order, direct the Trustee to release to Pledgor proceeds from the Escrowed Interest Account, including with respect to Securities Entitlements in the Pledged Securities maintained in the New York Securities Intermediary Account, in an amount which bears the same proportion to the aggregate value of the Collateral on deposit in or otherwise credited to Escrowed Interest Account, including the value of Securities Entitlements with respect to the New York Securities Intermediary Account, immediately prior to the release of such proceeds as the aggregate principal amount of the Notes so redeemed by Pledgor bears to the aggregate principal amount of the Notes outstanding immediately prior to such redemption, net of any costs, fees or expenses (such as breakage fees) incurred to permit such release, so that there remains in the Escrowed Interest Account, including Securities Entitlements with respect to the New York Securities Intermediary Account, an amount sufficient to pay in full, after receipt of scheduled interest and principal payments on Pledged Securities, in the written opinion of an Independent Financial Advisor (which written opinion shall accompany any Issuer Order) the remaining of the first five interest payments due on the Notes. Immediately prior to any release of funds to the Pledgor pursuant to this Section 7(d), the Pledgor shall deliver any and all certificates described in and pursuant to Section 7(b). (e) Upon the occurrence and after the continuation of an Event of Default, the Trustee in its sole and absolute discretion may apply any or all Collateral, including the Escrowed Funds and the Pledged Securities, to the payment of all Obligations and any and all principal of and interest and expenses on the Notes, in accordance with the terms and provisions of Section 14. (f) Upon payment in full of the first five scheduled interest payments on the Notes in a timely manner, and if no Event of Default has occurred and is continuing, the security interest in the Collateral evidenced by this Escrow and Security Agreement will automatically terminate and be of no further force and effect and upon receipt of an Issuer Order in accordance with Section 17.9(b) hereof, the Collateral remaining, if any, shall promptly be paid over and transferred to the Pledgor. Furthermore, upon the release of any Collateral from the Escrowed Interest Account or the New York Securities Intermediary Account in accordance with the terms of this Escrow and Security Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Escrow and Security Agreement in such released Collateral will automatically terminate and be of no further force and effect. (g) If at any time, the total of the Escrowed Funds and the Pledged Securities exceed the amount sufficient to pay in full, after receipt of scheduled interest and principal payments on the Pledged Securities, in the written opinion of the Independent Financial Advisor delivered to the Trustee, the remaining of the first five scheduled interest payments due on the Notes, and no Event of Default has occurred and shall be continuing, the Pledgor may, pursuant to an Issuer Order, direct the Trustee to release from the Escrowed Interest Account or, as the case may be, the New York Securities Intermediary Account, any such overfunded amount of the Escrowed Funds (existing on the Issue Date) to the Pledgor, net of any costs, fees and expenses (such as brokerage fees) incurred to permit such release, so that there remains in the Escrowed Interest Account through the New York Securities Intermediary Account, an amount at least sufficient to pay in full, after receipt of scheduled interest and principal payments on the Pledged Securities, in such written opinion of the Independent Financial Advisor, the remaining of the first five scheduled interest payments due on the Notes. Immediately prior to any release of such funds to the Pledgor pursuant to this Section 7(g), the Pledgor shall deliver any and all certificates described in and pursuant to Section 7(b). Upon receipt of the foregoing certificates, Issuer Order and opinion, the Trustee shall pay over to the Pledgor such overfunded amounts, net of such costs, fees or after December 31expenses. (h) The Trustee may, 2013 thenbut shall not be required to, notwithstanding liquidate any objectionEscrowed Funds or Pledged Securities, claimin whole or in part, demand in order to make any scheduled payment of interest or any release or other notice from the Issuer (each required payment hereunder and shall not be responsible for any loss, cost or expense, including any breakage fee, diminution in principal or penalty in connection therewith, all of which are hereby waived loss, cost or expense shall be borne solely by the IssuerPledgor. (i) Nothing contained in Section 1, Section 5, this Section 7 or any other person provision of this Escrow and Security Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any Security Entitlement to the contraryEscrowed Funds, the Escrow Agent shall liquidate and transfer Pledged Securities or any securities account in which any such Security Entitlement may be carried, or otherwise afford the Pledgor control of any such Security Entitlement or (ii) otherwise give rise to any rights of Pledgor with respect to the Paying Agent all Escrowed Funds, the Pledged Securities, any Security Entitlement thereto or any securities account in which any such Security Entitlement may be carried, other than the Pledgor's rights under this Escrow Property on January 3, 2014and Security Agreement as the beneficial owner of Collateral pledged to and subject to the exclusive dominion and control (including "control" as defined in UCC ss. 9-115(1)(e) and UCC ss. 8-106) (except as expressly provided in Sections 7(a) - (g) hereof) of the Trustee in its capacity as such (and not as a Securities Intermediary). The Escrow Agent shall confirm in writing Pledgor acknowledges, confirms and agrees that the Trustee holds a Security Entitlement to the Trustee Escrowed Funds and the Issuer that Pledged Securities, as applicable, solely as escrow agent for the Escrow Property has been released by it in accordance with this Section 2.3(c)Holders and not as a securities intermediary.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If On each Business Day the Escrow Agent Depositary Bank shall have received a certificate transfer all collected and available funds in the Mezzanine Loan Deposit Account to the Mezzanine Loan Holding Account and on each Business Day (or as otherwise provided for in the Mezzanine Loan Deposit Account Agreement), provided no Event of Default has occurred and is continuing, and subject to Section 9.4.2 hereof, Lender shall transfer from the Issuer in the form attached hereto as Exhibit B-1 Mezzanine Loan Holding Account (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property or authorize such transfer) in accordance with the instructions and on terms of the date requested therein (orMezzanine Loan Deposit Account Agreement, if such requested date is not a Business Dayto the extent available therein, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer payments in accordance with the Anticipated Consummation Release Certificatefollowing priorities: (i) First, to the Current Debt Service Reserve Account, payment of all amounts in the Mezzanine Loan Holding Account until the Debt Service Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (ii) Second, to the Current Debt Service Reserve Account, payment of all amounts in the Mezzanine Loan Holding Account until the Lender Cost and Expense Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; and (iii) Third, if no monetary Default or Event of Default is then continuing, to such accounts of Borrower as Borrower may direct, all amounts remaining in the Mezzanine Loan Holding Account. (b) If Borrowers hereby acknowledge that, pursuant to Section 9.4.1(b) of the Escrow Agent shall have Senior Loan Agreement, (i) to the extent the Senior Lender has received notice from Lender that an Event of Default has occurred and is continuing under the Loan Documents (a certificate “Mezzanine Loan Default Notice”) and until such time as Senior Lender receives a notice from the Issuer in the form attached hereto as Exhibit C Lender that such Event of Default is no longer continuing (the a “Redemption Release CertificateMezzanine Loan Default Revocation Notice”), executed by one the Property Owners have irrevocably directed that all funds in the Senior Loan Holding Account available for distribution to the Property Owners and Operating Lessee pursuant to Section 9.4.1(a)(xiv) of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate Senior Loan Agreement (and transfer all funds otherwise distributable to the Paying Agent all Escrow Property Owners and Operating Lessee under the Senior Loan Documents, including, without limitation, subject to certain exclusions, any Proceeds otherwise available for distribution to the Borrower pursuant to the provisions of the Senior Loan Agreement but excluding any amounts that in accordance with the instructions ordinary course are due and on payable out of any reserve account thereunder in payment of or reimbursement for payment of any cost or expense for which such reserve account was established) (collectively “Excess Cash Flow”) are to be deposited directly into the date requested therein Mezzanine Loan Deposit Account for application as provided in this Agreement (or, in lieu of transferring such funds to such accounts of the Property Owners as the Property Owners may have so directed if the Senior Lender had not received such requested date is not a Business Day, on the following Business Daynotice from Lender), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer extent Senior Lender has not received a Mezzanine Loan Default Notice but has received notice from Lender that an Event of Default has occurred and is continuing under the Trustee Loan Documents (a “Second Mezzanine Loan Default Notice”) and until such time as Senior Lender receives a notice from Lender that the Escrow such Event of Default is no longer continuing (a “Second Mezzanine Loan Default Revocation Notice”), Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property Owners have irrevocably directed that all Excess Cash Flow and Borrowers irrevocably direct that all funds in the Escrow Mezzanine Loan Holding Account on available for distribution to the Borrowers pursuant to Section 9.4.1(a)(iii) herein be deposited directly into the Second Mezzanine Loan Deposit Account for application as provided in the Second Mezzanine Loan Agreement (in lieu of transferring such funds to such accounts of Property Owners or after December 31Borrowers, 2013 thenas the case may be, notwithstanding any objectionas Property Owners or Borrowers, claimrespectively, demand or other may have so directed if Senior Lender had not received such notice from Second Mezzanine Lender) and (iv) the Issuer directions described in the preceding clauses (each of which are hereby waived by the Issueri), (ii) or (iii) shall not be changed or terminated without the written consent of the Lender. Notwithstanding any other person provision herein to the contrary, provided no Event of Default has occurred or is continuing, there shall be disbursed to Borrowers the Escrow Agent Proceeds of a Condemnation or Casualty remaining after payment of all amounts to which Lender and Second Mezzanine Lender are entitled pursuant to Section 8.2 in respect thereof. Borrower agrees that Lender shall liquidate and transfer not be required to deliver to Senior Lender a Mezzanine Loan Default Notice prior to the Paying Agent all Escrow Property on January 3, 2014deposit of Proceeds into the Mezzanine Loan Deposit Account. The Escrow Agent shall confirm in writing Notwithstanding anything to the Trustee contrary contained herein or in any other of the Loan Documents (1) Borrowers hereby agree that, if Lender is required to pay any amounts it receives from Borrower to Second Mezzanine Lender and/or Senior Lender pursuant to an intercreditor agreement, upon notice from Lender that such amounts have been paid over to Second Mezzanine Lender and/or Senior Lender, such amounts shall not be deemed a payment by Borrower to Lender hereunder and (2) if Lender receives any payment pursuant to the Issuer last sentence of Section 9.4.1(b) of any of the Senior Loan Agreement, and/or Second Mezzanine Loan Agreement, Lender hereby agrees that the Escrow Property has been released by it in accordance with this Section 2.3(c)shall recognize such payment as a payment from Borrower hereunder.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If The Parties shall act in accordance with, and the Escrow Agent shall have hold and release the Escrow Funds or part thereof in accordance with written instructions received a certificate from the Issuer in relevant authorized officer of the form Party or Parties as provided on the attached hereto as Exhibit B-1 or B-2 (the each such person, an “Anticipated Consummation Release CertificateAuthorized Officer”), executed by one as applicable, in accordance with the following provisions: (i) If the Merger Consideration as finally determined in accordance with Section 2.7 of the authorized signatories Merger Agreement is less than the Estimated Merger Consideration as determined on the Closing Date, then promptly after such final determination (but, in any event, within three (3) Business Days thereof), Stockholders’ Agent and Parent shall deliver a Joint Release Instruction to the Escrow Agent to release an amount of the Issuer listed on Exhibit E-1 Escrow Funds equal to this Agreementsuch difference to Parent, or at Parent’s direction, to the Surviving Corporation from the Escrow Funds. If the Escrow Funds are insufficient to cover the amount of such shortfall resulting from the Merger Consideration being less than the Estimated Merger Consideration, then the Escrow Agent shall liquidatedistribute all of the Escrow Funds to Parent, release or at Parent’s direction, to the Surviving Corporation. (ii) An Authorized Officer of Parent may make a written claim or claims against the Escrow Funds, validly issued in writing to the Escrow Agent and deliver all Stockholders’ Agent, prior to November [•], 2019 (“General Escrow Property Survival Date”) stating that a claim has occurred (“Officer’s Certificate”) pursuant to Sections 9.2(a)(i)-(iv) of the Merger Agreement and specifying in reasonable detail the amount of damages and other details in accordance with Article IX of the Merger Agreement (each, a “Claim Amount”). Each Officer’s Certificate shall state the basis of the claim in accordance with the instructions terms of the Merger Agreement. Following the receipt of any Officer’s Certificate the Escrow Agent will retain the Claim Amount in the Escrow Funds and on only release the Claim Amount upon Escrow Agent’s receipt of (A) Joint Release Instruction (as defined below) or (B) Final Determination (as defined below). (iii) An Authorized Officer of Parent may make a written claim or claims against the Special Escrow Amount by delivering an Officer’s Certificate to the Escrow Agent and Stockholders’ Agent, prior to November [•], 2021 (“Special Escrow Survival Date”, and together with the General Escrow Survival Date, each a “Survival Date”) stating that a claim has occurred pursuant to Section 9.2(a)(v) of the Merger Agreement and specifying the Claim Amount. Each Officer’s Certificate shall state the basis of the claim in accordance with the terms of the Merger Agreement. Following the receipt of any Officer’s Certificate the Escrow Agent will retain the Claim Amount in the Escrow Funds and only release the Claim Amount upon Escrow Agent’s receipt of (A) Joint Release Instruction (as defined below) or (B) Final Determination (as defined below). (iv) No later than the date requested therein which is five (or, if such requested date is not a Business Day, on 5) calendar days after the following Business Day), which requested disbursement date shall be no later than December 30, 2013 General Escrow Survival Date (the “Redemption DeadlineGeneral Escrow Release Date”) and no earlier than (i) the day on which ), the Escrow Agent receives shall disburse to or as directed by the Anticipated Consummation Stockholders’ Agent, the General Escrow Amount less (A) any amounts that have been disbursed from the Escrow Funds to Parent pursuant to Section 1.3(a)(i) or Section 1.3(a)(ii), and (B) any amounts that have been retained in the Escrow Funds to satisfy any pending but unresolved or unsatisfied claims specified in any Officer’s Certificate theretofore delivered to Stockholders’ Agent and the Escrow Agent pursuant to Section 1.3(a)(ii). Any amounts retained in the Escrow Funds to satisfy any pending but unresolved or unsatisfied claims under the Merger Agreement shall be released to Stockholders’ Agent or Parent, as applicable, upon final resolution of all such claims and upon Escrow Agent’s receipt of (A) Joint Release Instruction or (B) Final Determination. (v) No later than the date which is five (5) calendar days after the Special Escrow Survival Date (the “Special Escrow Release Date”), the Escrow Agent shall disburse to the Paying Agent or the Surviving Corporation, as directed by the Stockholders’ Agent, the Special Escrow Amount less (A) any amounts that have been disbursed from the Escrow Funds to Parent pursuant to Section 1.3(a)(iii), and (B) any amounts that have been retained in the Escrow Funds to satisfy any pending but unresolved or unsatisfied claims specified in any Officer’s Certificate theretofore delivered to Stockholders’ Agent and the Escrow Agent pursuant to Section 1.3(a)(iii). Any amounts retained in the Escrow Funds to satisfy any pending but unresolved or unsatisfied claims under the Merger Agreement shall be released to Stockholders’ Agent or Parent, as applicable, upon final resolution of all such claims and upon Escrow Agent’s receipt of (A) Joint Release Instruction or (B) Final Determination (vi) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds pursuant to instructions as set forth in Schedule I. (b) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay within five (5) Business Days to the Escrow Agent upon written request the amount so paid to it. (c) The Escrow Agent shall comply with a Final Determination with respect to the Escrow Funds, including without limitation any attachment, levy or garnishment. If the Escrow Agent complies with any such Final Determination, then it shall not be liable to any Party or any other person by reason of such compliance. (d) In the event that a Party gives funds transfer instructions (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the authorized person or persons of such Party, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated provided no call back is required if the Escrow Agent receives original instructions. The persons and telephone numbers for callbacks may be changed only in a writing received and acknowledged by the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on Escrow Agent. The Parties agree that such security procedure is commercially reasonable. (e) The Escrow Agent will furnish monthly statements to the Parties setting forth the activity in the Account. (f) For purposes of this Agreement, (i) “Final Determination” shall mean a Business Dayfinal non-appealable order of any Governmental Authority of competent jurisdiction (including any arbitral award), or which may be issued, together with (A) a certificate of the prevailing Party to the effect that such judgment is final and non-appealable and from a Governmental Authority of competent jurisdiction having proper authority and (B) the written payment instructions of the prevailing Party; and (ii) on “Joint Release Instruction” means the next Business Day if joint written instruction of the Parent and the Stockholders’ Agent, which is executed by the Parent and the Stockholders’ Agent, to the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate directing the Escrow Agent will not liquidate to disburse all or a portion of the Escrow Property but instead distribute Funds from the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release CertificateAccount. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If At least three Business Days prior to the Escrow Agent due date of any of the first six scheduled interest payments on the Securities, the Pledgor may, pursuant to written instructions given by the Pledgor to the Trustee (a "COMPANY ORDER"), direct the Trustee to release from the Security Account and pay to the Holders of the Securities on behalf of the Pledgor proceeds sufficient to provide for payment in full of such interest then due on the Securities. Upon receipt of a Company Order, if no Default or Event of Default under the Indenture shall have received a certificate from occurred and be continuing, the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, Trustee will release and deliver all Escrow Property such proceeds in accordance with the instructions Company Order and the payment provisions of the Indenture to the Holders of the Securities from (and to the extent of) proceeds of the Pledged Securities in the Security Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Pledged Collateral to the payment of amounts due on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that Securities upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificateacceleration thereof. (b) If the Escrow Agent Pledgor makes any interest payment or portion of an interest payment for which the Pledged Collateral is security from a source of funds other than the Security Account ("OTHER FUNDS"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to a Company Order to release to the Pledgor or to another party at the direction of the Pledgor (the "PLEDGOR'S DESIGNEE") proceeds from the Security Account in an amount less than or equal to the amount of Other Funds applied to such interest payment. Upon receipt by the Trustee of such Company Order and provided the Holders of the Securities have received such interest payment, if no Default or Event of Default (as defined in the Indenture) shall have received a certificate occurred and be continuing, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from the Issuer proceeds in the form attached hereto Security Account as Exhibit C soon as practicable (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next same Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on practicable). As a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing condition to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate.any (c) If there is at any Escrow Property time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the Escrow Account on written opinion of a nationally recognized firm of independent accountants selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the Obligations, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or after December 31to any Pledgor's Designee. Upon receipt of a Company Order (which shall include a certificate from such nationally recognized firm of independent accountants stating the amount by which the Pledged Securities exceed the amount required to be held in the Security Account), 2013 if no Default or Event of Default (as defined in the Indenture) shall have occurred and be continuing, the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, any such excess amount. (d) Upon payment in full of the Obligations, or if the Company shall become obligated under the Indenture to redeem all of the outstanding Securities and such Securities shall have been redeemed, then, notwithstanding if no Default or Event of Default (as defined in the Indenture) shall have occurred and be continuing, the security interest in the Pledged Collateral evidenced by this Security Agreement will automatically terminate and be of no further force and effect and the Pledged Collateral shall promptly (on the same Business Day if practicable) be paid over and transferred to the Pledgor as directed in writing by the Pledgor. Furthermore, upon the release of any objection, claim, demand or other notice Pledged Collateral from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it Security Account in accordance with the terms of this Security Agreement, whether upon release of Pledged Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Security Agreement in such released Pledged Collateral will automatically terminate and be of no further force and effect. (e) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Securities, the Pledgor shall give the Trustee notice (by Company Order) as to whether such interest payment will be made pursuant to Section 2.3(c).4(a) or 4(b) and the respective amounts of interest that

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) If Unless notified at least one Business Day in advance of an Interest Payment Date of the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”Pledgor's election pursuant to Section 5(b), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date when each of the first six scheduled interest payments is not a Business Day, due on the following Business Day)Notes and without notice from the Pledgor, which requested disbursement date the Collateral Agent shall be no later than December 30transfer from the Pledge Account to the Paying Agent under the Indenture, 2013 (funds necessary to provide for payment in full or of any portion of the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) next scheduled interest payment on the next Business Day if Notes and the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Paying Agent shall confirm in writing apply the proceeds to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificatesuch interest payment. (b) If the Escrow Agent shall have received Pledgor elects to pay any of the first six scheduled interest payments (or portion thereof) on the Notes from a certificate from source of funds other than the Issuer in the form attached hereto as Exhibit C Pledge Account (the “Redemption Release Certificate”"PLEDGOR'S FUNDS"), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Pledgor may, after payment in full of such interest payment, deliver to the Collateral Agent shall liquidate and transfer to written acknowledgment from the Paying Agent all Escrow Property of its receipt of such funds, together with a written request for release of a portion of Collateral not in accordance excess of the Pledgor's Funds so paid, whereupon the Collateral Agent is hereby authorized and directed to release to the Pledgor an amount of funds from the Pledge Account less than or equal to the amount of Pledgor Funds so expended. Upon receipt of such written direction from the Pledgor, together with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on certificate described in the following Business Daysentence, the Collateral Agent shall take such action as is necessary to provide for the payment to the Pledgor of the amount requested from the Pledge Account. Prior to any release of funds to the Pledgor from the Pledge Account pursuant to this Section 5(b), which requested disbursement date the Pledgor shall be no earlier than (i) deliver to the day on which Collateral Agent an Officer's Certificate stating that such use of Pledgor's Funds has been duly authorized by all necessary corporate action and does not contravene or constitute a default under any provision of applicable law, regulation or the Escrow Agent receives certificate of incorporation of the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business DayPledgor, or (ii) of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Pledgor, and does not result in the creation or imposition of any Lien on any asset of the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release CertificatePledgor. (c) If there is at any Escrow Property time the amount of Collateral exceeds the amount sufficient, in the Escrow Account opinion of a nationally recognized firm of independent certified public accountants selected by the Pledgor, to provide for payment in full of the first six scheduled interest payments due on the Notes (or, in the event any interest payments have been made on the Notes, an amount sufficient to provide for payment in full of all interest payments then remaining up to and including the sixth scheduled interest payment), the Pledgor may direct the Collateral Agent in writing to release to the Pledgor or after December 31as it directs, 2013 then, notwithstanding any objection, claim, demand an amount less than or other notice equal to such excess. Upon receipt of such written direction from the Issuer Pledgor, together with the opinion of a nationally recognized firm of independent certified public accountants with respect to the value of the Pledged Securities, the Collateral Agent shall take such action as is necessary to provide for the payment to the Pledgor of the amount requested from the Pledge Account. (each d) Upon payment in full of which are hereby waived the first six scheduled interest payments on the Notes, the security interest in the Collateral evidenced by this Pledge Agreement shall terminate and be of no further force and effect, and any and all Collateral in the Pledge Account shall be released and transferred by the Issuer) or any other person Collateral Agent to the contraryPledgor in accordance with the Pledgor's instructions. Furthermore, upon release of any Collateral from the Escrow Agent shall liquidate and transfer Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to the Paying Agent all Escrow Property on January 3Agent, 2014. The Escrow Agent shall confirm in writing to the Trustee Pledgor or otherwise, the security interest evidenced by this Pledge Agreement in the Collateral so released shall terminate and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.3(c)be of no further force and effect.

Disbursements. The Escrow 4.1 On each Daily Disbursement Date until the end of this Agreement, the Paying Agent is directed shall withdraw funds on deposit in the Project Trust Account in order to make, and shall distribute make, the Escrow Property following payments in the following mannerorder of priority: (a) If First, to pay to the Escrow Agent shall respective parties entitled to payment all invoices for which payment is authorized as provided in Sections 4.4 and 4.5 but which have received a certificate from the Issuer not been paid when due, in the form attached hereto as Exhibit B-1 (order from those with the “Anticipated Consummation Release Certificate”)longest period of delinquency to those with the shortest period of delinquency, executed by one unless TxDOT and CRRMA direct a different order of payment in Joint Instructions delivered to the authorized signatories Paying Agent. To the extent that the period of delinquency of unpaid invoices is the Issuer listed same and such invoices cannot be paid in full from available funds in the Project Trust Account, the available funds shall be applied to pay such delinquent invoices on Exhibit E-1 a pro rata basis; provided that TxDOT may, but is not obligated to, advance funds to this Agreement, then the Escrow Paying Agent shall liquidate, release and deliver all Escrow Property to cover such shortfalls in accordance with the instructions MOU; (b) Second, to pay to the respective parties entitled to payment all invoices not yet delinquent and for which payment is authorized as provided in Sections 4.4 and 4.5, in the order in which such invoices were received by the Paying Agent as provided in Section 4.3, unless TxDOT and CRRMA direct a different order of payment in Joint Instructions delivered to the Paying Agent. To the extent all Operating and Maintenance Expenses in invoices or other payment documentation received by the Paying Agent in the same Business Day as provided in Section 4.3 cannot be paid in full from available funds in the Project Trust Account, the available funds shall be applied to pay such invoices on a pro rata basis; provided that TxDOT may, but is not obligated to, advance funds to the date requested therein Paying Agent to cover such shortfalls in accordance with the MOU; (orc) Third, to fund any reserve subaccount in the Project Trust Account that TxDOT and CRRMA may direct the Paying Agent to establish in Joint Instructions delivered to the Paying Agent, until the amount in such reserve subaccount equals the amount established by such Joint Instructions; and (d) Fourth, to TxDOT until TxDOT is fully reimbursed for any prior deposits that TxDOT made to the Project Trust Account in excess of its Project Interest share in order to cover shortfalls in toll revenues, if any, as indicated in a Certificate of TxDOT deliver to the Paying Agent. 4.2 Within 15 days after the end of each calendar quarter, the Paying Agent shall withdraw the balance, if any, of funds on deposit in the Project Trust Account, other than funds in any reserve subaccount, and pay the same to TxDOT and CRRMA, to such requested date is not a Business Dayaccount as each may designate in writing from time to time, on the following Business Day), in accordance with their respective Project Interests. 4.3 The order in which requested disbursement date invoices are received shall be no later than December 30, 2013 determined as follows: (a) Invoices received by the “Redemption Deadline”Paying Agent after 1:00 p.m. (Eastern Time) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or shall automatically be deemed received on a day that is not a the immediately succeeding Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have Invoices received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and up to 1:00 p.m. (Eastern Time) on the date requested therein (or, if such requested date is not a given Business Day, including all those deemed received on such Business Day due to the lapse of the time for receipt on the following immediately preceding Business Day as provided in clause (a) above, shall all be deemed received at the same time on such Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property The time of receipt of an invoice shall be measured by the time of receipt at the Paying Agent’s email address set forth in this Agreement, if delivered electronically, by the time shown on the date and time stamp of the invoice if delivered by mail, or by the time of fax transmission receipt of the invoice if delivered by fax. 4.4 Except as otherwise provided in Section 4.6, the Paying Agent shall be deemed authorized to pay an invoice only when the following conditions precedent are satisfied, and shall pay the invoice, subject to availability of funds in the Escrow Account on Project Trust Account, within one Business Day after the following conditions precedent are satisfied: (a) TxDOT or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer CRRMA delivers to the Paying Agent all Escrow Property on January 3a written invoice from the party claiming a right to payment together with a Certificate of TxDOT or Certificate of CRRMA, 2014as applicable, stating that the invoice (i) is for eligible Operating and Maintenance Expenses, (ii) is for work or services previously rendered, (iii) is in the proper amount, (iv) does not include any amounts, work or services allocable to any project or facility other than the Project, and (v) previously or concurrently has been delivered to the other Party in true and complete form; and (b) The other Party either (i) delivers to the Paying Agent a Certificate approving the invoice or (ii) fails to deliver to the Paying Agent within five Business Days after the Paying Agent receives the documentation under clause (a) above a written notice of objection to the invoice. If the other Party delivers a written notice of objection, it shall also deliver a copy thereof to the Party that submitted the invoice or Certificate. The Escrow Paying Agent is entitled to conclusively rely on the lack of a written notice of objection with such five Business Day period as authorization to pay the invoice, notwithstanding any prior oral statements or oral notice of objection, which shall be ineffective for any purpose, or any subsequent notice of objection. As between TxDOT and CRRMA, each preserves all rights, claims and remedies it may have against the other Party by reason of false, incorrect or erroneous invoicing and delivery of Certificates for payment of invoices or objections to payments, even if no written notice of objection is delivered within the foregoing three Business Day period. 4.5 If either TxDOT or CRRMA timely delivers a written notice of objection to the Paying Agent, the notice shall identify the portion of the invoiced amount, or all of it, to which objection is made and a brief reason for objection. If only a portion of the invoiced amount is placed in dispute by a written notice of objection, the Paying Agent shall confirm in writing make a partial payment of the invoice for the undisputed amount. The Paying Agent shall suspend payment of the disputed portion of any invoice until TxDOT and CRRMA resolve the dispute and deliver Joint Instruction to the Trustee Paying Agent on the final resolution of the subject invoice. 4.6 In lieu of the procedures under Section 4.4, TxDOT and CRRMA may, but are not obligated to, deliver to the Issuer that Paying Agent from time to time Joint Instructions setting forth (a) the Escrow Property has been released names and contact information of vendors, service providers and other contractors authorized to submit invoices directly to the Paying Agent for payment of Operating and Maintenance Expenses, (b) standing amounts to be paid to any such listed vendor, service provider or other contractor upon submission of such invoices, (c) the permissible frequency of such invoices and payment thereof (Business Day, monthly, quarterly, etc.), (d) any other terms and conditions for paying such listed vendor, service provider or other contractor, and (e) the duration of the authorization to pay under the Joint Instructions. Such Joint Instructions shall remain in effect until the earlier of the end of the duration of such authorization to pay or the date either TxDOT or CRRMA, in its sole discretion, revokes such Joint Instructions by it written notice to the other Parties. So long as any such Joint Instructions are in effect, the Paying Agent is authorized to pay, and shall pay, invoices submitted to the Paying Agent by such listed vendor, service provider or other contractor in accordance with this Section 2.3(cthe Joint Instructions. 4.7 Except to the extent otherwise instructed by TxDOT or CRRMA in a Certificate accompanying an invoice, the Paying Agent may assume that payments under invoices are not “reportable payments” subject to reporting or backup withholding under sections 3406 and 6041 of the Internal Revenue Code of 1986 and regulations promulgated thereunder (the “Code”). If a Certificate instructs the Paying Agent that an invoice is a “reportable payment” subject to backup withholding and states the amount to be withheld, then the Paying Agent shall remit to the certifying party (TxDOT or CRRMA, as applicable) the amount to be withheld as stated in the Certificate and pay the amount of the invoice, less the amount withheld, to the vendor, service provider and other contractor named in the invoice. The certifying party shall be responsible to duly remit to the Internal Revenue Service (the “IRS”) the amount of withholding required under the Code and duly report to the invoicing party and the IRS the amount of the “reportable payment” and the amount of withholding. 4.8 The Project Trust Account shall not be subject to warrants, drafts or checks drawn by TxDOT or CRRMA, and, except as expressly provided herein, shall not be subject to compromise, setoff, or other charge or diminution by the Paying Agent.

Disbursements. The Escrow Subsequent to the occurrence of the Opening Date, the Administrative Agent is directed to and shall distribute the Escrow Property in take the following manner: (a) If actions: once the Escrow Administrative Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property determines in accordance with the instructions terms of Section 2.08(a) and other sections of the Credit Agreement that amounts on deposit in the date requested therein Contingency Reserve Account are no longer required, then the balance of the Contingency Reserve Account shall be released from such Company Accounts for the sole purpose of making the mandatory prepayment of the Loan (or, if in an aggregate amount equal to 100% of such requested date is not a Business Day, on the following Business Dayreleased funds), which requested disbursement date amounts shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property remitted to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer applicable Lenders in accordance with the Anticipated Consummation Release Certificate. terms of the Credit Agreement; upon the later to occur of (b1) If the Escrow two month anniversary of the Opening Date, and (2) the date on which the Construction Consultant certifies to the Escrowee and the Administrative Agent shall have received (pursuant to a certificate from substantially similar to Exhibit K hereto) that the Issuer following amounts may be released, then amounts on deposit in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent Construction Funds Account shall liquidate and transfer be remitted to the Paying Agent all Escrow Property Borrower or, at the Borrower’s direction, shall be applied to prepay the any amounts then outstanding under the Loan in accordance with the instructions Credit Agreement; and upon the occurrence of the six-month anniversary of the Opening Date, all amounts remaining on deposit in the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date Interest Reserve Account shall be no earlier than (i) applied by the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it Borrower in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property terms of the Credit Agreement, unless the Escrowee and the Administrative Agent have not received from the Construction Consultant a certificate substantially similar to Exhibit K hereto, in which case such amounts shall remain on deposit in the Escrow Interest Reserve Account until the delivery of such certificate; provided that the Administrative Agent may waive the condition under this Section 1.7.2(a)(iii) that the Escrowee and Administrative Agent first receive such Construction Consultant’s certificate. In the event a Potential Event of Default or Event of Default is outstanding on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of a date on which amounts are hereby waived by the Issuer) or any other person to be released to the contraryBorrower under this Section 1.7, no such release shall occur and amounts on deposit in the Escrow Agent Company Accounts shall liquidate remain on deposit therein and transfer to the Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it be applied in accordance with this Section 2.3(c)the terms of the Financing Agreements.