Common use of Escrow Funds Clause in Contracts

Escrow Funds. 1.1.1. The Escrow Funds, initially in an amount equal to One Hundred Nine Million Three Hundred Thousand U.S. Dollars ($109,300,000) (the “Escrow Funds”), has been deposited with and shall be held by the Escrow Agent in a separate account located in the United States (the “Escrow Account”) for the benefit of HOKU and SANYO, as provided in this Agreement. The Escrow Agent shall not make any payment or distribution from the Escrow Account except as, and in the manner, expressly provided in this Agreement; provided, however, that the Escrow Funds shall remain the property of SANYO until such time as such funds are required under the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow Agreement, SANYO delivered the Escrow Funds to the Escrow Agent pursuant to Section 5.2.1 of the Amended & Restated Supply Agreement. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Escrow Funds unless and until such funds have been disbursed to such party in accordance with this Agreement and (ii) until disbursed pursuant to this Agreement, the Escrow Agent shall be in sole possession of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow Account.

Escrow Funds. 1.1.1. The (a) On the Closing Date, the Buyer shall deliver to the Escrow FundsAgent, initially as a deposit to the Adjustment Escrow Fund, cash in an amount equal to One Hundred Nine Million Three Hundred Thousand U.S. Dollars ($109,300,000) 1,000,000.00 (the “Adjustment Escrow FundsAmount”), has been deposited with for the purpose of securing the obligations of the Seller under Section 1.8, and, as a deposit to the Indemnity Escrow Fund, cash in an amount equal to the cash portion of the Indemnity Escrow Amount and the Equity Escrow Consideration, for the purpose of securing certain obligations of the Seller under Article 10 The Escrow Funds shall be held by the Escrow Agent in a separate account located in the United States (the “Escrow Account”) for the benefit of HOKU and SANYO, as provided in this Agreement. The Escrow Agent shall not make any payment or distribution from the Escrow Account except as, and in the manner, expressly provided in this Agreement; provided, however, that the Escrow Funds shall remain the property of SANYO until such time as such funds are required under accordance with the terms of this Agreement to be delivered to HOKU, at which time and the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution terms of the Escrow Agreement. The Escrow Funds shall be held as trust funds and shall not be subject to any Lien, SANYO delivered attachment, trustee process or any other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Funds Agreement. (b) The Buyer and the Seller shall deliver joint written instructions to the Escrow Agent requiring the release of any remaining amounts held in the Adjustment Escrow Fund to the Seller no later than the five (5) Business Days after either (i) full and final payment is made of any Final Adjustment Amount payable to the Buyer pursuant to Section 5.2.1 of 1.8 or (ii) a final determination is made pursuant to Section 1.8 that no Final Adjustment Amount is payable to the Amended & Restated Supply AgreementBuyer. 1.1.3. (c) The Buyer and the Seller shall deliver joint written instructions to the Escrow Agent shall maintain no later than five (5) Business Days after the Escrow Account reflecting General Survival Termination Date to effectuate disbursement to the Seller of an aggregate amount equal to (i) the then remaining amount in the Indemnity Escrow Fund, minus, (ii) the aggregate amount of any Losses arising under claims by the Escrow Funds deposited with Escrow Agent Buyer Indemnified Parties for indemnification that have been made in good faith by an Indemnified Party prior to the General Survival Termination Date pursuant to Article 10 but not yet been settled or paid in full as of the date General Survival Termination Date (including the Specified Matters Reserve). (i) Promptly following the final determination of this Agreementany Losses with respect to any such claims for indemnification, plus the Buyer and the Seller shall promptly deliver a joint written instruction to the Escrow Agent to effectuate disbursement to the applicable Buyer Indemnified Party an amount equal to such Losses. (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant The Buyer may elect in its sole and absolute discretion to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none satisfy the indemnification Losses of the Parties shall have any right, title or interest in or possession of Buyer Indemnified Party from the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any cash portion of the Indemnity Escrow Funds unless and until such funds have been disbursed to such party Fund or from the Equity Escrow Consideration, or a combination thereof by specifying its election in accordance with this Agreement and (ii) until disbursed pursuant to this Agreement, the Escrow Agent shall be in sole possession of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating joint written instruction delivered to the Escrow AccountAgent, provided however, that if Buyer elects, either in whole or in part, to satisfy such indemnification Losses from the Equity Escrow Consideration, then the Buyer shall notify the Seller so that the Seller is able to satisfy such indemnification Losses with cash in lieu, if it so chooses. For indemnification purposes, the per share value of each Company Common Stock shall equal the volume weighted average price of the Parent Common Stock on the NYSE, as reported by Bloomberg L.P. for the 10 consecutive trading days ending on the fifth trading day prior to the final determination of the required indemnification payment, rounded to three decimal places.

Escrow Funds. 1.1.1. The Escrow Funds, initially in an amount equal to One Hundred Nine Forty-Four Million Three Hundred Thousand U.S. Dollars ($109,300,000US$44,000,000) (the “Escrow Funds”), has been shall be deposited with on the date hereof with, and shall be held by from and after the date hereof by, the Escrow Agent in a separate account located in the United States (the “Escrow Account”) for the benefit of HOKU and SANYOSOLARFUN, as provided in this Agreement. The Escrow Agent shall not make any payment or distribution from the Escrow Account except as, and in the manner, expressly provided in this Agreement; provided, however, that the Escrow Funds shall remain the property of SANYO SOLARFUN until such time as such funds are required under the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow this Agreement, SANYO SOLARFUN has delivered the Escrow Funds to the Escrow Agent pursuant to Section 5.2.1 5.4.1 of the Amended & Restated Supply Agreement. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Escrow Funds unless and until such funds have been disbursed to such party in accordance with this Agreement and (ii) until disbursed pursuant to this Agreement, the Escrow Agent shall be in sole possession of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow Account.

Escrow Funds. 1.1.1(i) Pursuant to an escrow agreement to be entered into on the Closing Date by and among Parent, the Stockholder Representative and PNC Bank, N.A. (or another financial institution proposed by either Parent or the Company and reasonably acceptable to the other of them), as escrow agent (in such capacity, the “Escrow Agent”), in the form attached hereto as Exhibit D with such changes as the Stockholder Representative and Parent may agree in writing (the “Escrow Agreement”), Parent and the Stockholder Representative shall appoint the Escrow Agent to hold and disburse the Escrow Funds as provided below. The At the Closing, Parent and/or Merger Sub shall deposit with the Escrow Funds, initially in Agent: (A) an amount in cash equal to One Hundred Nine Million Three Hundred Thousand U.S. Dollars $3,500,000 (together with any interest or other earnings thereon, the “Adjustment Escrow”), and (B) an amount in cash equal to $109,300,000) 40,000,000 (together with any interest or other earnings thereon, the “Indemnity Escrow” and, together with the Adjustment Escrow, the “Escrow Funds”), has been deposited with in each case by wire transfer of immediately available funds. The Adjustment Escrow and the Indemnity Escrow shall be held by the Escrow Agent in a separate account located segregated accounts to serve as the sources of payment of certain adjustments to the Estimated Merger Consideration required by Section 2.3(e)(i) or indemnification obligations of the Company Holders set forth in Article IX, respectively. (ii) The Escrow Funds shall be disbursed by the United States Escrow Agent as follows: (A) the “Adjustment Escrow Account”shall be disbursed by the Escrow Agent to (1) for Parent to the benefit of HOKU and SANYO, as extent required to pay an adjustment to the Estimated Merger Consideration under Section 2.3(e)(i) or (2) the Stockholder Representative to the extent provided in this Agreement. The Sections 2.3(e)(i) and (ii); (B) from time to time prior to the Release Date, the Indemnity Escrow shall be disbursed by the Escrow Agent shall not make any payment or distribution from to Parent to the Escrow Account except as, and in extent required to pay an indemnification obligation of the manner, expressly provided in this AgreementCompany Holders under Section 9.1 of Article IX; provided, however, that such disbursements shall be made by Escrow Agent only upon receipt of (x) joint written instructions executed by Parent and the Stockholder Representative or (y) in the case of a disbursement requested with respect to an indemnification claim under Section 9.1 of Article IX, a Final Award certified as such by Parent or the Stockholder Representative (a copy of which shall be contemporaneously delivered to the non-certifying party), in each case directing the Escrow Agent to make such disbursement; (C) on the Release Date, the entire balance of the Indemnity Escrow (less any amounts thereof that are subject to unresolved indemnification claims hereunder (each such amount, a “Pending Claim Amount”)) shall be disbursed by the Escrow Agent to the Stockholder Representative (on behalf of the Company Holders); and (D) after the Release Date, each Pending Claim Amount shall be paid by the Escrow Agent to Parent or the Stockholder Representative (on behalf of the Company Holders), as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) joint written instructions executed by Parent and the Stockholder Representative or (y) a Final Award certified as such by Parent or the Stockholder Representative (a copy of which shall be contemporaneously delivered to the non-certifying party), in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. As used herein, the date as of which all amounts in the Escrow Funds shall remain the property of SANYO until such time as such funds are required under the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow Agreement, SANYO delivered the Escrow Funds to have been paid out by the Escrow Agent pursuant is referred to Section 5.2.1 of as the Amended & Restated Supply Agreement“Escrow Termination Date”. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Escrow Funds unless and until such funds have been disbursed to such party in accordance with this Agreement and (ii) until disbursed pursuant to this Agreement, the Escrow Agent shall be in sole possession of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow Account.

Escrow Funds. 1.1.1Immediately following the Effective Time, Buyer shall deliver to the custody of The Bank of New York Mellon Corporation (the “Escrow Agent”), without any act of the Stockholders, the following: (i) a number of Shares of Buyer Stock (such shares, the “Escrow Shares”), rounded to the nearest whole number, equal to the following product: (A) 7.5% multiplied by (B) the Nominal Net Merger Consideration multiplied by (C) a fraction, the numerator of which is the Nominal Net Merger Consideration, minus the amounts of cash paid pursuant to Section 2.10 and Section 2.11 in lieu of Buyer Stock that would have otherwise been delivered pursuant to clause (i) of Section 2.1(c) and clause (i) of Section 2.1(d), and the denominator of which is the Nominal Net Merger Consideration; and (ii) an amount in cash (such cash, the “Escrow Cash”) equal to the following product: (A) 7.5% multiplied by (B) the Nominal Net Merger Consideration multiplied by (C) the Closing Price multiplied by (D) a fraction, the numerator of which is the cash paid pursuant to Section 2.10 and Section 2.11 in lieu of shares of Buyer Stock that would have otherwise been delivered pursuant to clause (i) of Section 2.1(c) and clause (i) of Section 2.1(d) and the denominator of which is the Nominal Net Merger Consideration. The Escrow Funds, initially in an amount equal to One Hundred Nine Million Three Hundred Thousand U.S. Dollars ($109,300,000) (Shares and the Escrow Cash shall comprise the “Escrow Funds”), has been deposited with and which shall be held by the Escrow Agent pursuant to, and shall be governed by, the terms of the Escrow Agreement to be entered into by and among Buyer, the Stockholders’ Representative and the Escrow Agent. The Escrow Funds shall be held in a separate account located in the United States (the “Escrow Account”) for the benefit of HOKU escrow and SANYO, shall be available to settle certain contingencies as provided in Section 2.5 and compensate the Buyer Indemnified Parties for any Losses suffered or incurred by them and for which they are entitled to recovery under Article IX of this Agreement. The Escrow Agent shall not make any payment or distribution from , and will be allocated among and released and distributed to the Stockholders and/or Buyer in accordance with the Escrow Account except as, and in the manner, expressly provided in this Agreement; provided, however, that Agreement (the Escrow Funds shall remain the property of SANYO until such time as such funds are required under the terms of this Agreement to be delivered to HOKU, at which time the portion of such Shares and Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow Agreement, SANYO delivered Cash released or distributed from the Escrow Funds to the Escrow Agent pursuant to Section 5.2.1 of the Amended & Restated Supply Agreement. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of Stockholders under this Agreement, plus if any, being the “Released Escrow Consideration”). The Released Escrow Consideration is intended to be treated for Tax purposes as consideration for the Company Stock purchased by Buyer from the Stockholders in the Merger and shall be treated as such consideration (iisubject to any requirement to treat a portion as imputed interest) for all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant Tax purposes except to Section 1.3 the extent otherwise required by a final determination of a Governmental Body. Notwithstanding anything to the contrary in this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 , Buyer makes no representations or elsewhere herein, none warranties to the Company or the Stockholders regarding the Tax treatment of the Parties shall have transactions contemplated in this Agreement or any right, title or interest in or possession of the Escrow FundsTax consequences to any Stockholders relating to those transactions. Therefore, (i) none Each of the Parties shall have the ability Company and each Stockholder must rely solely on his, her or its own Tax advisors in connection with such transactions. No Stockholder may, directly or indirectly, sell, exchange, transfer or otherwise dispose of his, her or its right to pledge, convey, hypothecate or grant a security interest in receive any portion of the Escrow Funds unless and until (except by will or by operation of the Laws of intestate succession). Any such funds have been disbursed to such party in accordance with this Agreement and (ii) until disbursed pursuant to this Agreementpurported sale, the Escrow Agent exchange, transfer or disposition shall be in sole possession of the Escrow Funds null and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow Accountvoid.

Escrow Funds. 1.1.1. The Escrow Funds(a) Concurrent with, initially in an amount or prior to, the execution hereof, Buyer has deposited a lump sum (the “Original Deposit”) equal to One Hundred Nine Million Three Hundred Thousand U.S. Dollars ten million dollars ($109,300,00010,000,000) (such amount, including any interest or earnings accrued thereon, the “Escrow Funds”) with U.S. Bank, N.A. (the “Escrow Agent”) pursuant to an escrow agreement dated as of the date hereof and attached hereto as Exhibit A (the “Escrow Agreement”), has been deposited with which was executed and delivered by Seller, Buyer and the Escrow Agent. The Escrow Funds shall be (i) held by the Escrow Agent in escrow as a separate account located deposit paid by Buyer and credited against the Purchase Price at the Closing, and (ii) promptly released by the Escrow Agent to Buyer or Seller, as applicable, in each case, pursuant to the terms of, and at the times prescribed by, this Section 2.2, Section 8.4 and Article IX hereof and the Escrow Agreement. At Closing, the Escrow Funds will be applied as set forth in Section 2.2(d) below. (b) Subject to Section 2.2(c), on or prior to September 16, 2009 (such date, the “Financing Deadline”), Buyer shall (i) obtain the Financing (as defined in Section 6.15 hereof), which Financing shall be in the United States amount necessary to consummate the transactions contemplated herein, including payment in full of the Purchase Price, and (ii) provide confirmation that it has obtained the Financing to Seller by delivery of a written certification signed by an executive officer of Buyer, which shall include details and evidence of the Financing as are reasonably satisfactory to Seller. (c) Subject to Section 2.2(b), in the event that the Financing has not been obtained by Buyer on or prior to the Financing Deadline, and each of (1) the conditions set forth in Sections 7.2(a) and 7.2(b) are satisfied at the Financing Deadline, and (2) the Vessel is Fully Operational at the Financing Deadline, then Buyer and PGP, jointly and severally, shall, on or prior to the second Business Day following the Financing Deadline, deposit with the Escrow Agent an additional five million dollars ($5,000,000) (the “Additional Deposit,” which shall, together with any interest or earnings accrued thereon, be considered “Escrow Account”) Funds” for the benefit all purposes of HOKU and SANYO, as provided in this Agreement. The Escrow Agent shall not make any payment or distribution from the Escrow Account except as, and in the manner, expressly provided in this Agreement); provided, however, that if the condition set forth in clause (1) of this Section 2.2(c) is satisfied at the Financing Deadline, but the condition set forth in clause (2) of this Section 2.2(c) is not satisfied at the Financing Deadline, and subsequently, the condition set forth in clause (1) of this Section 2.2(c) remains satisfied and the condition set forth in clause (2) of this Section 2.2(c) becomes satisfied, then the Additional Deposit shall be made on or prior to the fifth Business Day following the first date both such conditions are satisfied. If the Additional Deposit is not timely made, if applicable, as provided in this Section 2.2, Seller may terminate this Agreement, subject to the provisions of Article VIII, and, following such termination, Seller may (i) retain the Original Deposit and (ii) bring suit against Buyer (or PGP under Section 11.16) for the amount of the Additional Deposit. (d) At the Closing, a portion of the Escrow Funds then on deposit equal to (i) five million dollars ($5,000,000) shall remain the property of SANYO until such time as such funds are required be retained under the Escrow Agreement and will be available to satisfy any indemnification claims of Buyer under Article IX hereof, as more fully set forth in, and pursuant to, the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow Agreement, SANYO delivered the Escrow Funds to the Escrow Agent pursuant to Section 5.2.1 of the Amended & Restated Supply Agreement. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Escrow Funds unless and until such funds have been disbursed to such party in accordance with this Agreement and (ii) until disbursed an amount that the parties reasonably agree (regardless of the amount reserved for any Seller Pre-Closing Obligations by Seller or the Company) is sufficient to cover all Seller Pre-Closing Obligations known at the time of the Closing shall be retained under the Escrow Agreement and will be available to Seller or Buyer after the Closing to satisfy (in whole or in part) or reimburse either of them for any such Seller Pre-Closing Obligations, as more fully set forth in, and pursuant to this Agreementto, the Escrow Agent shall be in sole possession terms of the Escrow Funds Agreement (both of (i) and agrees not to acknowledge requests that it act as(ii) together, and nothing contained in this Agreement any interest or earnings accrued thereon, shall be deemed to constitute the “Escrow Agent as, custodian Funds” on and after the Closing for any party for all purposes of perfecting a security interest thereinthis Agreement). AccordinglyIf, during the sixty (60) day period following the Closing Date, the Parties parties reasonably agree that no person or entity shall have any right an amount previously assigned to have or a Seller Pre-Closing Obligation pursuant to hold any this Section 2.2(c) should be amended, then the amount of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to aggregate Seller Pre-Closing Obligations retained under the Escrow AccountAgreement pursuant to this Section 2.2(c) shall be amended to reflect such agreement.

Escrow Funds. 1.1.1. The Escrow Funds, initially in an amount equal to One Hundred Nine Million Three Hundred Thousand U.S. Dollars ($109,300,000) (the “Escrow Funds”), has been shall be deposited with and shall be held by the Escrow Agent in a separate account located in the United States (the “Escrow Account”) for the benefit of HOKU and SANYO, as provided in this Agreement. The Escrow Agent shall not make any payment or distribution from the Escrow Account except as, and in the manner, expressly provided in this Agreement; provided, however, that the Escrow Funds shall remain the property of SANYO until such time as such funds are required under the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow this Agreement, SANYO has delivered the Escrow Funds to the Escrow Agent pursuant to Section 5.2.1 of the Amended & Restated Supply Agreement. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Escrow Funds unless and until such funds have been disbursed to such party in accordance with this Agreement and (ii) until disbursed pursuant to this Agreement, the Escrow Agent shall be in sole SANYO Initials & Date: HOKU Initials & Date: [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. possession of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow Account.

Escrow Funds. 1.1.1. The Escrow Funds, initially in an amount equal to One Hundred Nine Forty-Five Million Three Hundred Thousand U.S. Dollars ($109,300,000US$45,000,000) (the “Escrow Funds”), has been shall be deposited with on the date hereof with, and shall be held by from and after the date hereof by, the Escrow Agent in a separate account located in the United States (the “Escrow Account”) for the benefit of HOKU and SANYOSOLARFUN, as provided in this Agreement. The Escrow Agent shall not make any payment or distribution from the Escrow Account except as, and in the manner, expressly provided in this Agreement; provided, however, that the Escrow Funds shall remain the property of SANYO SOLARFUN until such time as such funds are required under the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow this Agreement, SANYO SOLARFUN has delivered the Escrow Funds to the Escrow Agent pursuant to Section 5.2.1 5.3.1 of the Amended & Restated Supply Agreement. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Escrow Funds unless and until such funds have been disbursed to such party in accordance with this Agreement and (ii) until disbursed pursuant to this Agreement, the Escrow Agent shall be in sole possession of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow Account.

Escrow Funds. 1.1.1(i) Pursuant to an escrow agreement to be entered into on the Closing Date by and among Green Plains, the Sellers’ Representative on behalf of the Global Ethanol Members and U.S. Bank National Association (or another financial institution proposed by either Green Plains or the Sellers’ Representative and reasonably acceptable to the other of them), as escrow agent (in such capacity, the “Escrow Agent”), in the form attached hereto as Exhibit G with such changes as the Seller’s Representative and Green Plains may agree to in writing (the “Escrow Agreement”), Green Plains and the Sellers’ Representative shall appoint the Escrow Agent to hold and disburse the Escrow Funds as provided below. The At the Closing, Green Plains shall deposit with the Escrow Funds, initially in an amount Agent: (A) a portion of the Merger Consideration equal to One Hundred Nine Three Million Three Hundred Thousand U.S. Dollars ($109,300,0003,000,000) (together with any interest or other earnings thereon, the “Adjustment Escrow”), (B) a portion of the Merger Consideration equal to Five Million Dollars ($5,000,000) (the “Indemnity Escrow”), and (C) a portion of the Merger Consideration equal to Five Hundred Thousand Dollars ($500,000) (together with any interest or other earnings thereon, the “Member Fund” and, together with the Adjustment Escrow and Indemnity Escrow, the “Escrow Funds”), has been deposited with in each case by wire transfer of immediately available funds. The Adjustment Escrow and the Indemnity Escrow shall be held by the Escrow Agent in segregated accounts to serve as the sources of payment of certain adjustments to the Merger Consideration required by Section 1.5(d), and indemnification obligations of the Global Ethanol Members set forth in Article VI. The Member Fund shall be held by the Escrow Agent in a separate segregated account located in (over which Green Plains shall have no authority whatsoever, by way of release authority, investment authority or otherwise, but instead will be distributed at the United States (sole direction of the “Escrow Account”Sellers Representative) for to serve as the benefit sources of HOKU payment of costs and SANYO, as provided in this Agreementexpenses pursuant to Section 1.7(d). The Escrow Agent Funds contributed on behalf of each Global Ethanol Member shall not make any payment or distribution from be in proportion to their Global Ethanol Interests, as set forth in Exhibit D. (ii) The Adjustment Escrow shall be disbursed by the Escrow Account except asAgent to Green Plains or the Global Ethanol Members, and in as applicable, under Section 1.5(d). From time to time prior to the mannerRelease Date, expressly provided in this Agreementthe Indemnity Escrow shall be disbursed by the Escrow Agent to Green Plains to the extent required to pay an indemnification obligation of the Global Ethanol Members under Article VI; provided, however, that such disbursements shall be made by Escrow Agent only upon receipt of (x) joint written instructions executed by Green Plains and the Sellers’ Representative or (y) in the case of a disbursement requested with respect to an indemnification claim under Article VI, a Final Award certified as such by Green Plains or the Sellers’ Representative (a copy of which shall be contemporaneously delivered to the non-certifying party), in each case directing the Escrow Agent to make such disbursement. On the Release Date, the entire balance of the Indemnity Escrow (less any amounts thereof that are subject to unresolved indemnification claims hereunder (each such amount, a “Pending Claim Amount”)) shall be disbursed by the Escrow Agent to the Global Ethanol Members, pro rata, as set forth on Exhibit D. After the Release Date, each Pending Claim Amount shall be paid by the Escrow Agent to Green Plains or the Global Ethanol Members, as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) joint written instructions executed by Green Plains and the Sellers’ Representative or (y) a Final Award certified as such by Green Plains or the Sellers’ Representative (a copy of which shall be contemporaneously delivered to the non-certifying party), in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. At such time, or from time to time, as directed by the Sellers’ Representative, the Member Fund will be paid by the Escrow Agent first to pay any remaining costs and expenses of the Sellers’ Representative, and then pro rata among the Global Ethanol Members; provided, however, that all amounts remaining in the Member Fund shall be disbursed promptly after final settlement of all Pending Claim Amounts. As used herein, the date as of which all amounts in the Escrow Funds shall remain the property of SANYO until such time as such funds are required under the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow Agreement, SANYO delivered the Escrow Funds to have been paid out by the Escrow Agent pursuant is referred to Section 5.2.1 of as the Amended & Restated Supply Agreement“Escrow Termination Date. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Escrow Funds unless and until such funds have been disbursed to such party in accordance with this Agreement and (ii) until disbursed pursuant to this Agreement, the Escrow Agent shall be in sole possession of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow Account.”

Escrow Funds. 1.1.1. The (i) On the Closing Date, Buyer shall deposit with the Escrow Funds, initially in an amount equal to One Hundred Nine Million Three Hundred Thousand U.S. Dollars Agent (as defined below) $109,300,000) 20,000,000 (the “Escrow Funds”), has been deposited with by wire transfer of immediately available funds. (ii) Pursuant to the terms of an agreement to be entered into among Buyer, the Sellers’ Representative (on behalf of the Sellers, the Blocker Sellers and shall be held by the Target Optionholders) and Bank of America, N.A. as escrow agent (including any successor in such capacity, the “Escrow Agent in a separate account located Agent”) substantially in the United States form attached hereto as Exhibit F (the “Escrow AccountAgreement”) for ), Buyer and the benefit of HOKU and SANYO, as provided in this Agreement. The Sellers’ Representative shall appoint the Escrow Agent shall not make any payment or distribution from the Escrow Account except as, to hold and in the manner, expressly provided in this Agreement; provided, however, that disburse the Escrow Funds as provided below. (iii) Buyer and the Sellers’ Representative shall remain instruct the property of SANYO until such time as such funds are required under Escrow Agent to disburse the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds as follows: (A) to Buyer, to the extent provided in Section 2.3(e)(i) (Working Capital; Closing Date RMR); (B) to Buyer, to the extent provided in Section 2.3(f)(i) (Working Capital; Closing Date RMR); and (C) simultaneously with the payments, if any, described in immediately preceding clauses (A) and (B) or, if no payments are required to be delivered made to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow Agreement, SANYO delivered the Escrow Funds to the Escrow Agent Buyer pursuant to Section 5.2.1 of such clauses, the Amended & Restated Supply Agreement. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting (i) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession entire remaining balance of the Escrow Funds. Therefore, together with all interest accrued thereon, if any, to the Sellers’ Representative (i) none on behalf of the Parties shall have Sellers, the ability Blocker Sellers and the Target Optionholders). Subject to pledgeSection 2.4(c) (Use and Disbursement of Payment Fund), convey, hypothecate or grant a security interest in any portion of the Escrow Funds unless paid to the Sellers’ Representative pursuant to this Section 2.4(b) (Escrow Funds) shall be distributed by the Sellers’ Representative to the Sellers and until such funds have been disbursed to such party the Blocker Sellers (and the Target Optionholders, if applicable) in accordance with this Agreement the arrangements among such Persons (the “Seller-Blocker Seller Agreement”), and (ii) until disbursed pursuant Buyer shall have no further obligations to this Agreementany Seller or any Blocker Seller with respect to the payment of any Escrow Funds, the Escrow Agent shall be in sole possession regardless of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for Sellers’ Representative’s compliance or any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow Accountalleged noncompliance with such Seller-Blocker Seller Agreement.

Escrow Funds. 1.1.1. The (a) Concurrently with the closing of the sale of the Notes and the execution and delivery of this Agreement: (i) as provided in the Purchase Agreement, the Initial Purchasers will deposit with Escrow FundsAgent $268,812,500 by wire transfer in immediately available funds, initially in representing an amount in cash equal to One Hundred Nine Million Three Hundred Thousand U.S. Dollars the net proceeds from the issuance of the Notes (the “Net Proceeds Deposit”); and (ii) the Company or Parent will deposit with Escrow Agent $109,300,00010,037,500 by wire transfer in immediately available funds, representing an amount in cash equal to the sum of (x) an amount in cash that, when added to the Net Proceeds Deposit equals 100% of the aggregate principal amount of the Notes and (y) the interest that would accrue on the Notes from the date of this Agreement to, but excluding the Final Escrow Redemption Date (the amounts described in clauses (x) and (y), together with the Net Proceeds Deposit and all interest, dividends and other distributions and payments thereon received by Escrow Agent, less any property and/or funds distributed or paid by Escrow Agent in accordance with this Agreement, collectively, the “Escrow Funds”). (b) All assets, has been deposited with including any cash and Temporary Cash Investments (as defined in Section 1.01 of the Indenture) held by Escrow Agent from time to time pursuant to this Agreement, shall be held by Escrow Agent for the Company but as collateral, and subject to the rights of the Trustee and holders of the Notes, as secured parties, under this Agreement. (c) Notwithstanding anything in this agreement to the contrary, the parties hereto hereby agree that: (i) (x) Escrow Agent’s “Jurisdiction” is the State of New York, (y) the Escrow Account is and shall be maintained by Escrow Agent as a “Deposit Account,” and (z) Escrow Agent is acting with respect to the Escrow Account as a “Bank,” in a separate account located in each case within the United States meaning of, and for purposes of, Sections 9-102, 9-104 and 9-304 of the New York Uniform Commercial Code, as amended (the “Code”); (ii) the Escrow Account”Account is not evidenced by a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation and is of a type that in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment; (iii) for the benefit of HOKU and SANYO, as provided in this Agreement. The Escrow Agent shall not make any payment change the name or distribution from account number of the Escrow Account except aswithout the prior written consent of the Trustee and the Company and shall not change the customer. (d) Notwithstanding anything in this agreement to the contrary, Escrow Agent agrees that it shall comply with all instructions originated by the Trustee directing disposition of funds in or otherwise with respect to the Escrow Account, without further consent by the Company or any other person or entity so long as this Agreement is in effect. Escrow Agent hereby represents that it has not, and it hereby agrees that it will not, enter into any agreement or take any action which gives any person or entity other than Trustee control (within the meaning of Section 9-104 of the Code) over the Escrow Account. The parties hereto agree that the Trustee shall have exclusive control, and sole dominion and control, over the Escrow Account, and Escrow Agent shall not accept or comply with instructions given by any person other than the Trustee given in accordance with the provisions of this Agreement. (e) In the event that Escrow Agent has or subsequently obtains by agreement, operation of law or otherwise a security interest in the mannerEscrow Account, Escrow Agent hereby agrees that such security interest shall be subordinate to the security interest of the Trustee. Except as contemplated by Sections 7 and 8 with respect to the reimbursement of Escrow Agent’s indemnification, fees and expenses, the financial assets with respect thereto standing to the credit of the Escrow Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any person or entity other than the Trustee. (f) Except for this Agreement, the Fee Schedule (as defined in Section 7(a) herein), there are no other agreements entered into among the parties hereto with respect to the Escrow Account. Except as expressly provided set forth in this Agreement; providedSection 1, howeverin the event of any conflict between this Section 1 or any portion hereof, that any other provision of this Agreement or any other agreement now existing or hereafter entered into, the Escrow Funds terms of this Section 1 shall remain prevail. In addition, in the property event of SANYO until such time as such funds are required under any conflict between the terms of this Agreement to be delivered to HOKUand the Fee Schedule, at which time the portion of such Escrow Funds required to be delivered to HOKU this Agreement shall become the property of HOKUcontrol. 1.1.2. Concurrently with (g) It is the execution intention of the Escrow Agreement, SANYO delivered parties hereto that neither Parent nor any of its subsidiaries (other than the Escrow Funds Company to the Escrow Agent pursuant to Section 5.2.1 of the Amended & Restated Supply Agreement. 1.1.3. The Escrow Agent shall maintain the Escrow Account reflecting extent set forth in clause (ih) the amount of the Escrow Funds deposited with Escrow Agent as of the date of this Agreement, plus (iibelow) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, . (ih) none It is the intention of the Parties shall parties hereto that this Agreement create a true escrow and the Company have no ownership of, or rights in, the ability Escrow Funds, other than the limited contractual right to pledge, convey, hypothecate or grant a security interest in any portion of receive the Escrow Funds unless and until such funds have been disbursed to such party under the circumstances specified in accordance with this Agreement and (ii) until disbursed pursuant to this Agreement, the . The Escrow Funds shall be held by Escrow Agent in a separate, segregated account. In no event shall any Escrow Funds be commingled with any other funds or monies held by Escrow Agent, nor shall any Escrow Funds be exchanged for any currency other than the currency in sole possession of which the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the are initially received by Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow AccountAgent.

Escrow Funds. 1.1.1. The (i) Subject to the terms of this Section 6.2(j), (i) on the first Business Day following the date that is twelve (12) months after the date hereof, Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow FundsAgent directing the Escrow Agent to release and distribute fifty percent (50%) of the Escrow Funds then held in the Escrow Account to the Sellers’ Representative (for the benefit of, initially in and for further distribution to, the Sellers), provided that the Escrow Agent shall retain an amount equal to One Hundred Nine Million Three Hundred the aggregate dollar amount of all Pending Claims as reflected in the applicable claim notices; (ii) on the first Business Day following the date that is eighteen (18) months after the date hereof, Buyer and the Sellers’ Representative shall deliver joint written instructions directing the Escrow Agent to release thirty-three and 34/100 percent (33.34%) of the then outstanding Escrow Funds, subject to the Escrow Agent retaining an amount equal to the aggregate dollar amount of all then-outstanding Pending Claims; (iii) on the first Business Day following the date that is twenty-four (24) months after the date hereof, Buyer and the Sellers’ Representative shall deliver joint written instructions directing the Escrow Agent to release fifty (50%) of the then outstanding Escrow Funds, subject to the Escrow Agent retaining an amount equal to the aggregate dollar amount of all then-outstanding Pending Claims; and (iv) on the first Business Day following the date that is thirty-six (36) months after the date hereof, Buyer and the Sellers’ Representative shall deliver joint written instructions directing the Escrow Agent to release all remaining Escrow Funds, other than amounts retained in respect of Pending Claims. On the first Business Day following the Date that is twenty four (24) months after the date hereof, if the amount due from Sellers for the proceeding four (4) month period pursuant to Section 7.3 herein is less than Five Thousand U.S. and 00/100 Dollars ($109,300,000) (the “Escrow Funds”5,000), has been deposited with Buyer shall agree to waive any further obligations of Sellers pursuant to Section 7.3, and the Parties shall be held by deliver a joint written instructions within fifteen (15) days of the end of the twenty four month period directing the Escrow Agent in a separate account located in to release all remaining Escrow Funds. All Escrow Funds paid and distributed pursuant to this paragraph 6.2(j)(i) shall be paid to the United States (Sellers’ Representative, with all payments and distributions to be made to the “Escrow Account”) Sellers’ Representative, for the benefit of HOKU of, and SANYOfor further distribution to, as provided in this Agreement. The Escrow Agent shall not make the Sellers. (ii) In the event the Buyer Parties have delivered a written notice for any payment or distribution from indemnification claim pursuant to Section 6.2(a) prior to the Escrow Account except as, and in the manner, expressly provided in this Agreement; provided, however, that the Escrow Funds shall remain the property Agent’s receipt of SANYO until such time as such funds are required under the terms of this Agreement to be delivered to HOKU, at which time the portion of such Escrow Funds required to be delivered to HOKU shall become the property of HOKU. 1.1.2. Concurrently with the execution of the Escrow Agreement, SANYO delivered the Escrow Funds any joint written instruction to the Escrow Agent pursuant to Section 5.2.1 paragraph 6.2(j)(i), which written notice from the Buyer Parties has not been resolved by agreement of the Amended & Restated Supply Agreement. 1.1.3. The Buyer Parties and the Sellers’ Representative, or by a final non-appealable order of a court of competent jurisdiction or arbitrator (each, a “Pending Claim”), an amount equal to the aggregate dollar amount claimed with respect to such Pending Claim(s) (as shown in the applicable claim notice(s) in connection with such Pending Claim(s)) shall be retained by the Escrow Agent shall maintain in the Escrow Account reflecting (iand the balance paid to the Sellers Representative (for the benefit of, and for further distribution to, the Sellers) until such time as each such Pending Claim is so resolved, at which time the Sellers’ Representative and Buyer shall deliver joint written instructions to the Escrow Agent or a final order of a court of competent jurisdiction or arbitrator specifying the amount of the Escrow Funds deposited to be distributed to the Buyer Parties as determined in connection with Escrow Agent as the resolution of the date of this Agreement, plus (ii) all amounts earned or realized on any cash or Permitted Investments (as defined below), minus (iii) all amounts distributed pursuant to Section 1.3 of this Agreement. 1.1.4each such Pending Claim. Except as expressly provided in Section 1.1.1 or elsewhere herein, none of the Parties shall have any right, title or interest in or possession of the Escrow Funds. Therefore, (i) none of the Parties shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Any Escrow Funds unless remaining following the resolution of all Pending Claims and until completion of any payments to the Buyer Parties in respect of such funds have been disbursed Pending Claims shall be paid to such party in accordance with this Agreement the Sellers Representative (for the benefit of, and (ii) until disbursed pursuant to this Agreementfor further distribution to, the Escrow Agent shall be in sole possession of the Escrow Funds and agrees not to acknowledge requests that it act as, and nothing contained in this Agreement shall be deemed to constitute the Escrow Agent as, custodian for any party for purposes of perfecting a security interest therein. Accordingly, the Parties agree that no person or entity shall have any right to have or to hold any of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any assets (tangible or intangible) contained in or relating to the Escrow AccountSellers).