Common use of Security Procedures Clause in Contracts

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 2 hereto (“"Schedule II”2"), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s your executive officers officers, (“"Executive Officers”"), as the case may be, which shall include the titles of Assistant Vice President or Vice Presidentof______________________, as the Depositary Escrow Agent may select. Such “"Executive Officer” " shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Purchaser or the Seller to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all (a) In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II1. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow AgentParty’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President Chairman, President, CFO or Vice PresidentCIO, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Purchaser or Company to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)in Section 17 hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule IISection 17, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s your executive officers officers, (“"Executive Officers”"), as the case may be, which shall include the titles of Assistant Vice President or Vice President, Chief Investment Officer, and Chief Operating Officer, as the Depositary Escrow Agent may select. Such “"Executive Officer” " shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Purchaser or the Seller to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), ) whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of the Escrow Agent’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an designated intermediary bank designatedbank, as applicable. The Escrow Agent acknowledges that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement)given, whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)C hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule IIC, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agentthe Company’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Chief Executive Officer, Chief Financial Officer, General Counsel and Senior Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” Officer shall deliver to the Depositary Escrow Agent a fully executed incumbency certificatecertificate evidencing the authority of such Executive Officer, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiaryCompany’s or any Purchaser’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Company to identify (ai) the beneficiaryCompany or any Purchaser, (bii) the beneficiaryCompany’s or any Purchaser’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrow Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary Company or a Purchaser being paid, or the transfer of funds Escrow Funds to a bank other than the beneficiaryCompany’s or a Purchaser’ bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)2 hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the Buyer's or Seller's executive officers officers, (“"Executive Officers”"), as the case may beapplicable, which shall include the titles of Assistant Vice President or Chief Executive Officer, Vice President, Secretary and Treasurer, as the Depositary Escrow Agent may select. Such “"Executive Officer” " shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Buyer or the Seller to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all (a) In the event funds transfer instructions that are given pursuant to this Agreement whether in writing or by facsimile (other than as set forth in writing Section 11(b) below for the Parties or as repetitive funds transfer instructions for any other beneficiary at the time of execution of this AgreementAgreement as provided in Section 11(c) below), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)1 hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Escrow AgentParty A or Party B’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Manager, Director, or Assistant Vice President or Vice PresidentTreasurer, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Party A or Party B to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable. (b) Party A acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Party A under this Agreement: Party A’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: Party B acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Party B under this Agreement: Party B’s Bank account information: Bank: Bank of New York Mellon Branch: Boston, MA ABA#: 000-000-000 Account#: 075477 Payee: Pacific Gas and Electric Company Facsimile: Attn:

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this AgreementEscrow Agreement as indicated in Section 3 hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II Exhibit C hereto (“Schedule IIExhibit C”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule IIon Exhibit C, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s your executive officers officers, (“Executive Officers”), as the case may be, which shall include only persons with the titles title of Assistant Vice President or Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Issuer to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (each an “Executive Officer” and, collectively, “Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” Officer shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. [Remainder of Page Intentionally Blank; Signature Pages Follow]

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II 2 attached hereto (“"Schedule II”2"), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only by notice in a writing actually received and acknowledged by the Depositaryaccordance with Section 10. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the executive officers of the Managing Owner (“"Executive Officers”"), as the case may be, which shall include the titles of Assistant Vice President [[Managing Director, Chief Executive Officer, Director or Vice PresidentTreasurer]], as the Depositary Escrow Agent may select. Such “"Executive Officer” " shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Managing Owner to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. [Remainder of Page Intentionally Blank; Signature Pages Follow]

Security Procedures. With respect to all funds transfer If notices, instructions that are given (pursuant to this Agreement (other than in writing at the time of execution of this Agreementa Joint Written Direction or otherwise), whether in writingapprovals, consents, requests, and other communications, are received by facsimile the Bank or otherwiseEscrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Depositary is authorized Bank and Escrow Agent are authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule II hereto (“Schedule II”)A hereto, and the Depositary Bank and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Each funds transfer instruction Any e-mail by PDF attachment executed by more than one person shall be executed sent by an authorized each signatory, a list of such authorized signatories is set forth on Schedule II. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the DepositaryBank and Escrow Agent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule IIsuch designated person, the Depositary Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Escrow the Company’s or the Placement Agent’s executive officers (each, an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of Assistant Vice President or Vice Presidentmore senior thereto, as the Depositary Escrow Agent may select. Such “Executive Officer” Officer(s) shall deliver to the Depositary Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerExecutive Officer(s). The Depositary parties to this Agreement acknowledge and agree that the beneficiary’s bank security procedures set forth above are commercially reasonable. The Bank and Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Company to identify (ai) the a beneficiary, (bii) the a beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Bank and Escrow Agent may apply any of the funds Escrow Funds for any payment order it executes using any such identifying number, even when where its use may result in a person other than the a beneficiary being paid, or the transfer of funds to a bank other than the a beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II 2 attached hereto (“Schedule II2”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only by notice in a writing actually received and acknowledged by the Depositaryaccordance with Section 10. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the executive officers of the Managing Owner (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President Chief Executive Officer, Director, Managing Director, Vice-President, Treasurer or Vice PresidentCompliance Officer, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Managing Owner to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), as indicated in Section 2 herein) whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the executive officers of the other parties hereto (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice Partner, Managing Director, Principal, President or Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” Officer shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerExecutive Officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Acquiror or the Holder Representative to identify (ai) the beneficiary, (bii) the beneficiary’s bank, bank or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank so designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all (a) In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II1. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow AgentMerit or NPDC’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President CEO, president or Vice Presidentany vice president, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Merit or NPDC to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement)Escrow Agent, whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)2 hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives of Parent identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow AgentParent’s executive officers (“Executive Officers”)authorized signatories, as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” executive officer shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Parent or the Escrow Agent Stockholder Representative to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect Prior to all receipt of a Notice of Exclusive Control, in the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement)given, whether in writing, by facsimile telecopier or otherwise, the Depositary Bank is authorized to seek confirmation of such instructions by telephone call-back to the person or persons Customer representative (s) designated on Schedule II 1 hereto (“Schedule II1”)) and upon and following receipt of a Notice of Exclusive Control, the Bank is authorized to seek confirmation of such instructions by telephone call-back to the Secured Party’s representative depicted on Schedule 1, and the Depositary Bank may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryBank. If the Depositary Bank is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Bank is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agentthe Customer’s, if applicable, or Secured Party’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President___, as the Depositary Bank may select. Such “Executive Officer” shall deliver to the Depositary Bank a fully executed incumbency certificateIncumbency Certificate, and the Depositary Bank may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Bank and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Secured Party to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Bank may apply any of the funds Account Collateral for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all funds transfer In the event instructions that or are given pursuant to this Agreement regarding the delivery of the all or any portion of the Escrow Units (other than in writing at the time of execution of this Escrow Agreement, as indicated in Section 9 above), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II1. The undersigned is authorized to certify that the signatories on Schedule 1 are authorized signatories. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s your executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable. Party A and Party B agree that repetitive or standing settlement instructions will be effective as the funds transfer instructions of Party A and Party B, whether or not authorized, if such settlement instructions are verified pursuant to the security procedure provided herein or such other security procedure that the Escrow Agent, Party A and Party B may agree to.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. Deposit Agreement 2014-2A

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case Deposit Agreement 2016-1A may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. Deposit Agreement 2016-1A

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto 1 to this Agreement (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II1. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the Parties’ executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice General Counsel, President or Vice Presidentand/or Chief Executive Officer, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Parties to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this AgreementAgreement as indicated in Section 3 hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Account Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II Exhibit C hereto (“Schedule IIExhibit C”), and the Depositary Account Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryAccount Agent. If the Depositary Account Agent is unable to contact any of the authorized representatives identified in Schedule IIon Exhibit C, the Depositary Account Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agentthe Company’s executive officers officers, (“Executive Officers”), as the case may be, which shall include only persons with the titles title of Assistant Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice President or Vice President, Secretary as the Depositary Account Agent may select. Such “Executive Officer” shall deliver to the Depositary Account Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Account Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Account Agent and the beneficiaryBeneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Company to identify (ai) the beneficiaryBeneficiary, (bii) the beneficiaryBeneficiary’s bank, or (ciii) an intermediary bank. The Depositary Account Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary Beneficiary being paid, or the transfer of funds to a bank other than the beneficiaryBeneficiary’s bank or an intermediary bank so designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Amended Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 2 hereto (“Schedule II2”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s your executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice Presidentand CFO, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Purchaser or the Seller to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Amended Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone callcall- Deposit Agreement 2016-1AA back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. Deposit Agreement 2016-1AA

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. Deposit Agreement 2014-1B

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-call- back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwisetelecopier, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)C hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule IIC. The undersigned is authorized to certify that the signatories on Schedule C are authorized signatories. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule IIC, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to the Stockholder Representative and any one or more of Escrow AgentAcquiror’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” Officer shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Acquiror or the Escrow Agent Stockholder Representative to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.. [Signatures appear on next page]

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. Deposit Agreement 2014-2B

Security Procedures. With respect to all (a) In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agentthe NFP’s or the Debtor Landowner’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President Chairman, President, Secretary or Vice PresidentTreasurer, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent NFP or the Debtor Landowner to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement, as indicated in Schedule 1 attached hereto), whether in writing, writing or by facsimile or otherwisetelecopier, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)2 attached hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II2. The undersigned is authorized to certify that the signatories on Schedule 2 are authorized signatories. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s such parties’ executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President Chief Executive Officer, President, Chief Financial Officer, General Counsel or Vice PresidentTreasurer, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent AREH or ACE Hi to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 ("Schedule 1") attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)1 hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives of SCT identified in on Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s SCT's executive officers officers, (“"Executive Officers”"), as the case may be, which shall include the titles of Assistant Vice President or Vice PresidentGeneral Counsel and Chief Financial Officer, as the Depositary Escrow Agent may select. Such “"Executive Officer” " shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent SCT and the Stockholder Representative to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, writing or by facsimile or otherwisetelecopier, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 2 hereto (“Schedule II2”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s your executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President Chief Executive Officer, Chief Operating Officer or Vice PresidentChief Financial Officer, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Parent or the Shareholders’ Representative to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. All funds transfer instructions must be executed by the individual(s) listed on Schedule 2 hereto. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement, as indicated herein), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)1 hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule II1 hereto, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agentthe Company’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant President and Chief Executive Officer; Vice President or - Finance and Chief Financial Officer; and Vice President, President and General Counsel as the Depositary Escrow Agent may select. Such “Executive Officer” Officer shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Company or the Placement Agent to identify (ai) the beneficiary, (bii) the beneficiary’s bank, bank or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrowed Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all (a) In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II1. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow AgentParent or Designated Monitor’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice Presidentof______________________, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Parent or Designated Monitor to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Parent and Designated Monitor acknowledge that these security procedures are commercially reasonable. (b) Parent and Designated Monitor acknowledge that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). According, Parent and Designated Monitor shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Exhibit A to this Escrow Agreement, by facsimile or other written instructions. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent, Parent and Designated Monitor agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of Parent and Designated Monitor, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. Parent and Designated Monitor acknowledge that such Standing Settlement Instructions are a security procedure and are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II 2 attached hereto (“Schedule II2”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only by notice in a writing actually received and acknowledged by the Depositaryaccordance with Section 10. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the executive officers of the Managing Owner (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President [[Managing Director, Chief Executive Officer, Director or Vice PresidentTreasurer]], as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Managing Owner to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Exhibit F attached hereto), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)set forth in Section 9, and the Depositary Escrow Agent may rely upon the confirmation of anyone any person or persons purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing notice actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule IISection 9, then, in the case of Buyer, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the executive officers (collectively, “Executive Officers”), as the case may be) of Buyer, which shall include the titles title of Assistant Vice President or Vice PresidentGeneral Counsel, as the Depositary Escrow Agent may select. Such “Executive Officer” Officer shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone any person purporting to be any such officerExecutive Officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Buyer or the Escrow Agent Transaction Representative to identify identify: (a) the beneficiary, (b) the beneficiary’s bank, bank or (c) an any intermediary bank. The Depositary Escrow Agent may apply any portion of the funds Escrow Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges parties hereto acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by facsimile telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 2 hereto (“"Schedule II”2"), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only by notice in a writing actually received and acknowledged by the Depositaryaccordance with Section 10. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the executive officers of the Sponsor (“"Executive Officers”"), as the case may be, which shall include the titles of Assistant [President, Executive Vice President or Vice PresidentChief Operations Officer], as the Depositary Escrow Agent may select. Such “"Executive Officer” " shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Sponsor to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all 11.1. In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II1. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Issuer or the applicable Offering Agent’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice Chief Executive Officer, President or and Executive Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Issuer or Offering Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow AgentParty A or Party B’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Party A or Party B to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. Deposit Agreement 2014-1A

Security Procedures. With respect to all (a) In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II1. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow AgentIssuer or Depositor’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice Chief Executive Officer, President or and Executive Vice President, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Issuer or Depositor to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect Prior to all receipt of a Notice of Exclusive Control, in the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement)given, whether in writing, by facsimile telecopier or otherwise, the Depositary Bank is authorized to seek confirmation of such instructions by telephone call-back to the person or persons Customer representative (s) designated on Schedule II 1 hereto (“Schedule II1”)) and upon and following receipt of a Notice of Exclusive Control, the Bank is authorized to seek confirmation of such instructions by telephone call-back to the Secured Party’s representative depicted on Schedule 1, and the Depositary Bank may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryBank. If the Depositary Bank is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Bank is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agentthe Customer’s, if applicable, or Secured Party’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary Bank may select. Such “Executive Officer” shall deliver to the Depositary Bank a fully executed incumbency certificateIncumbency Certificate, and the Depositary Bank may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Bank and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Secured Party to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Bank may apply any of the funds Account Collateral for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event that funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile fax or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“1 for each Stockholder and on Schedule II”)2 with respect to Parent and the Stockholders’ Agent, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1 or 2, the Depositary as applicable, Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agentthe relevant party’s executive officers (“Executive Officers”), as the case may be) if such party is an entity, which shall include the titles of Assistant Vice President or Vice Presidentand Chief Financial Officer, as the Depositary Escrow Agent may select. Such “Executive Officer” Officer shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, in a form reasonably acceptable to Escrow Agent, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Parent or Stockholders’ Agent to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any portion of the funds Indemnity Escrow Fund Balance for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all (a) In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow AgentSeller or Buyer’s executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President President, Chief Executive Officer, Chief Financial Officer or Vice PresidentGeneral Counsel, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Seller or Buyer to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Depositary. If the Depositary is unable to contact any of the authorized representatives identified in Schedule II, the Depositary is hereby authorized to seek confirmation of such instructions by telephone callcall- Deposit Agreement 2012-3C back to any one or more of Escrow Agent’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such “Executive Officer” shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be any such officer. The Depositary and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable.. Deposit Agreement 2012-3C

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II1. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II1, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s the Parties’ executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice General Counsel, President or Vice Presidentand/or Chief Executive Officer, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Parties to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, writing or by facsimile or otherwisetelecopier, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 2 hereto (“Schedule II2”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the DepositaryEscrow Agent. If the Depositary Escrow Agent is unable to contact any of the authorized representatives identified in Schedule II2, the Depositary Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s your executive officers officers, (“Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President Chief Executive Officer, Chief Operating Officer or Vice PresidentChief Financial Officer, as the Depositary Escrow Agent may select. Such “Executive Officer” shall deliver to the Depositary Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Purchaser or the Seller to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. All funds transfer instructions must be executed by the individual(s) listed on Schedule 2 hereto. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable.