Common use of Operating Account Clause in Contracts

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. Operator shall establish and maintain one or more separate segregated operating accounts (icollectively, the “Operating Account”) The at a FDIC insured bank designated by Operator (except to the extent any Lender requires that the Operating Account be held with Lender) for the collection and disbursement of monies in connection with the management and operation of the Hotel. All funds (exclusive of funds in house banks at the Hotel) received by Operator in the operation of or otherwise relating to the Hotel, and funds for Working Capital provided by Lessee, shall be used for deposited in the purposes of (1) Seller’s Operating Account. Lessee shall cause sufficient funds to be on hand in the Operating Account to assure the timely payment of Price Differential all current liabilities of the Hotel, including but not limited to Operating Expenses, all other costs and any other amounts owing expenses incurred in connection with the Hotel pursuant to Buyer under this Agreement, the Side Letter or any other Transaction Documentperformance by Operator of its obligations under this Agreement and all fees, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are charges and reimbursements payable to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance DateOperator hereunder. On or before the Business Day preceding each Remittance Date, Seller In no event shall deposit into the Operating Account such cash, if any, as shall be required to make Lessee permit the balance in the Operating Account sufficient to be less than the Initial Working Capital Amount. Operator shall submit to Lessee on a weekly basis its check register for the Operating Expenses to be paid that week and Lessee shall provide Working Capital to Operator within two (2) business days of receipt of the check register so that Operator may pay all such Operating Expenses. From the Operating Account, Operator shall pay all Operating Expenses, and other costs and expenses relating to the operation of the Hotel as permitted or required to be paid by Operator in accordance with this Agreement before any penalty or interest accrues thereon. The Operating Account shall be a segregated account and at all times shall be in Lessee’s name; provided that Hotel Employees designated by Operator from time to time which shall be bonded or otherwise insured shall be authorized signatories of such account, as shall be representatives of Lessee. All interest earned or accrued on amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds invested from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount be added to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Operating Account shall Upon receipt by the Depositary of a Withdrawal Certificate detailing the amounts to be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreementpaid, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller Depositary shall deposit into the Operating Account such cash, if any, as shall be required to make the balance transfer funds in the Operating Account sufficient to pay all (i) the Permitted Local Operating Account or any Person identified by the Company to whom a payment is due in respect of Operating and Maintenance Expenses and (ii) the Depositary and Ormat for the Administrative Costs then due and payable to each of them. Any amount to be transferred pursuant to clause (i) above shall be set forth in such Withdrawal Certificate and shall be certified therein to be (a) amounts then due Buyer and payable for the Operating and Maintenance Expenses of the Company or (b) the good faith estimate of amounts reasonably anticipated to be due and payable for Operating and Maintenance Expenses of the Company within the remainder of the Funding Period during which such Withdrawal Certificate is submitted (less in each case the available amounts on that Remittance Datedeposit in or credited to the Permitted Local Operating Account other than amounts against which outstanding checks have been drawn and mailed or delivered but have not been cashed). On each Remittance DateNotwithstanding anything to the contrary herein, Buyer (1) any payment in respect of any single item of Operating and Maintenance Expenses which individually exceeds One Hundred Fifty Thousand Dollars ($150,000) shall withdraw funds be made solely from the Operating Account and (2) the Company shall not request the Depositary to transfer any amounts from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Permitted Local Operating Account are insufficient in order to pay any such item of Operating and Maintenance Expense. Funds, upon receipt by the amounts then due Buyer in fullDepositary of a Withdrawal Certificate, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will may be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds distributed from the Operating Account as frequently as necessary to pay such Margin Call Operating Expenses which are, or will be, due and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and payable during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f)each relevant Funding Period. (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Company shall maintain a separate Bermuda bank account (the “Operating Account”) which shall be owned and established by the Company to satisfy its day‑to‑day operations and operating expenses other than any such obligations or expenses to be satisfied out of the Claims Account pursuant to the terms of this Agreement. The Company may withdraw amounts from the Operating Account shall be used for the purposes of from time to time as needed to pay such operating expenses (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b“Permitted Operating Account Withdrawals”). (ii) On or before the fourth (4th) Business Day before The Company shall promptly deliver to AUL each Remittance Date, Buyer will notify Seller in writing month a copy of the Price Differential monthly Operating Account Cash Flow Estimate (as defined in the Investment Management Agreement) delivered to the Investment Manager and other AUL shall advise the Company whether it concurs with the Projected Operating Liquidity Need (as defined in the Investment Management Agreement) and whether amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into in the Operating Account are expected to be sufficient to satisfy expected Permitted Operating Account Withdrawals. If the amount in the Operating Account is or is expected to be insufficient at any time (as reasonably determined by AUL after consultation with the Company), AUL may, on behalf of the Company, deliver an Operating Cash Call (as defined in the Investment Management Agreement) directing the Investment Manager (subject to the proviso at the end of this Section 2.09(a)(ii)) to deposit, within 5 Business Days, additional funds in the Operating Account in an amount identified by AUL such cashthat, if anyafter making any pending Permitted Operating Account Withdrawals (including the anticipated Permitted Operating Account Withdrawals that triggered the need for a Operating Cash Call), as shall be required to make the available balance in the Operating Account sufficient will be $3,000,000; provided that if there is an Excess Amount in the Claims Account at the time such Operating Cash Call is made, the Operating Cash Call shall be satisfied in the first instance by the Company causing funds up to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds the amount of the Operating Cash Call to be transferred from the Claims Account to the Operating Account to effect such payment as contemplated by the first proviso in Section 2.09(a)(iv) and, if and to the extent of funds then available in the Excess Amount is inadequate to fully satisfy the Operating Account. If Cash Call, the funds on deposit in difference shall be deposited into the Operating Account are insufficient to pay by the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds depositedInvestment Manager. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. A. The Borrower, before the Completion of Construction of the Project, shall open and maintain an account (“Operating Account”) in the name of the Monetary Claim Trustee with the Facility Agent for the purpose of depositing and withdrawing any and all project costs and operating expenses of the Borrower. B. The Borrower shall prior to the Initial Drawdown Date (i) The Operating Account shall be used transfer any and all money held by the Borrower (including capital contributed to the Borrower) for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing implementation of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount Project to the Operating Account, and Buyer (ii) ensure that the Shareholder’s additional capital contribution to the Borrower made after the execution of this Agreement will be transferred to the Operating Account within five (5) Business Days from the contribution date. C. The funds deposited with the Operating Account shall withdraw be applied to payment of the obligations when due and payable in the following order of priority. If the Monetary Claim Trustee and the Facility Agent (i) reasonably determine that the total balance of deposit with the Operating Account is not sufficient to pay all the obligations listed in this paragraph C, or (ii) if the budget pursuant to Section 8 of Article 12 is exceeded or any payment is deemed as unreasonable expenditures, the Monetary Claim Trustee and the Facility Agent may reject or withhold application of funds to junior priority obligations before paying the senior priority obligations: 1. Transfer to a separate account for the processing of the Shareholder’s payment of stocks, any and all taxes and public imposts, contributions, surcharges, trust fee, trust management expenses, and any other amount which the Borrower has obligation to pay under relevant Laws, when due and payable; 2. Interest, default interest, fees, subordinated loan and other financial costs relating to Tranche A Loan when due and payable; 3. Interest, default interest, fees, subordinated loan and other financial costs relating to Tranche B Loan when due and payable; 4. Outstanding principal of Tranche A Loan when due and payable; 5. Outstanding principal of Tranche B Loan when due and payable; 6. Construction costs and other essential Project expenses (including expense incurred pre-opening); and 7. Transfer of any balance to the Revenue Management Account (after the Completion of Construction of the Project). D. For payment from the Operating Account, the Borrower shall provide the Facility Agent with the request for payment in the form of the Form B with the consent of the Builder and the evidences for payment once a month in principle and the Monetary Claim Trustee shall make payments from the Operating Account with the consent of the Facility Agent. E. After the Completion of Construction, the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will shall be disbursed by Buyer transferred to the Settlement Agent along Revenue Management Account, and the Monetary Claim Trustee shall manage any funds related to the Project through the Revenue Management Account F. Other than the matters specified in this Section, management and application of the funds deposited with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call Operating Account shall be in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f)Monetary Claim Trust Agreement. (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference shortfall between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and ), (4) for any cash Seller’s payments made by Seller to satisfy Margin Calls pursuant to Section 4(b) and (5) disbursements to Seller of any balances remaining after application of funds in the Funding Account to Repurchase Prices due Buyer which are transferred from the Funding Account to the Operating Account pursuant to the third sentence of Section 5(c). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (iA) The Managers are hereby directed and authorized to establish an account to be known as the “FAUFC Housing System Operating Account Account” (the “Operating Account”) into which all amounts received from the Trustees pursuant to the 2010 Indenture and the 2012 Indenture, and as more specifically set forth below, shall be used deposited to pay Operating Expenses for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b)Project. (iiB) On or before the fourth (4th) Business Day before 20th day of each Remittance Datemonth, Buyer will notify Seller in writing the University shall transfer to the 2010 Trustee rates, fees and charges attributable to the operations of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cashDBF Facilities, if any, as follows: (i) amounts sufficient to pay the Current Expenses attributable to the DBF Facilities for the current month and the immediately following month, as determined by the Budget; (ii) amounts sufficient to cure any prior months deficiencies from subsection (i) above; and, (iii) after retaining amounts to satisfy the University Bond Expenses for the current Fiscal Year (and after deducting any amounts from subsections (i) and (ii) above), any amounts in excess of the total sum of the retained University Bond Expenses for the Fiscal Year. Such transfer shall be made with direction to the 2010 Trustee to deposit such amounts to the 2010 Revenue Fund with further direction as to the amount required to make be transferred by the balance in Trustee on the 25th day of such month to the Operating Account sufficient for the Operating Expenses associated with the DBF Facilities. (C) On the 20th day of each month, the University shall also transfer to pay all the 2010 Trustee, System Revenues received by the University attributable to the 2010 Facilities, if any. Such transfer shall be made with direction to the Trustee to deposit such amounts due Buyer to the 2010 Revenue Fund with further direction as to the amount required to be transferred by the Trustee on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the 25th day of such month to the Operating Account to effect such payment for the Operating Expenses associated with the 2010 Facilities. (D) On the 20th day of each month, the University shall transfer to the extent 2012 Trustee, System Revenues received by the University attributable to the 2012 Facilities, if any. Such transfer shall be made with direction to the Trustee to deposit such amounts to the 2012 Revenue Fund with further direction as to the amount required to be transferred by the Trustee on the 25th day of funds then available in the Operating Account. If the funds on deposit in such month to the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to for the Operating Account, and Buyer shall withdraw Expenses associated with the funds so deposited to pay such deficiency to the extent of the funds deposited2012 Facilities. (iiiE) Funds deposited The University shall ensure that income and revenues from the DBF Facilities shall be separately accounted for and applied by Seller the University in the Operating Account order and priority as set forth under the Original State Resolution. The University shall maintain books and records in sufficient detail to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer identify income and revenues related to the Settlement Agent along with DBF Facilities, as well as the Purchase Price portion of the Operating Expenses that constitute Current Expenses related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b)DBF Facilities. (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. credits and withdrawals 19.2.1 Each Borrower undertakes with each Finance Party that it will procure that all moneys payable to it in respect of the Earnings of the relevant Ship shall, unless and until the Facility Agent (iacting on the instructions of the Majority Lenders) The directs to the contrary pursuant to clause 2.1.1 (Earnings) of the relevant General Assignment, be paid to the relevant Operating Account, provided however, that if any of the moneys paid to such Operating Account are payable in a currency other than Dollars, that Borrower shall be used irrevocably instruct the Operating Account Bank to convert such moneys into Dollars at the Operating Account Bank’s spot rate of exchange at the relevant time for the purposes purchase of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price Dollars with such currency and the amount received by Buyer from the applicable Approved Takeout Investor term spot rate of exchange shall include any premium and costs of exchange payable in connection with the repurchase purchase of Dollars with such currency; 19.2.2 Unless the Facility Agent otherwise agrees in writing, no Borrower shall be entitled to withdraw any moneys from the relevant Operating Account at any time from the date of this Agreement and so long as any moneys are owing under the Finance Documents save that, unless and until a Purchased Mortgage Loan pursuant Default shall occur and the Facility Agent (acting on the instructions of the Majority Lenders) shall direct to Section 3(i) and (4) the contrary, each Borrower may withdraw moneys from the relevant Operating Account for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b).the following purposes: (iia) On to pay any unpaid costs and expenses which may be owing to the Finance Parties or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing any of them under any of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient Finance Documents; (b) to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such any amount to the Operating Account, and Buyer shall withdraw Facility Agent in or towards payments of interest or any instalments of principal or any other amounts then payable pursuant to the funds so deposited Finance Documents; (c) to pay such deficiency any amount required to be paid to the extent relevant Debt Service Account; (d) to pay proper and reasonable operating expenses of the funds deposited.relevant Ship; (iiie) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer pay dividends to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of relevant Shareholder (provided that such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call payments shall only be made strictly in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account clause 13.3.1(k)); and (f) to pay such Margin Call proper and shall apply reasonable expenses of administering the funds so withdrawn for affairs of that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f)Borrower. (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. Borrower shall establish a non-interest bearing account at Lender in the name of Borrower pledged to Lender using Borrower’s Federal tax identification number, account number ▇▇▇▇▇▇▇ (i) The the “Operating Account”). Borrower shall direct its customers and creditors to submit all remittances to the Lender for deposit in the Operating Account. Any remittance or other proceeds of receivables of Borrower or other Loan Collateral received by Borrower shall be deemed held by Borrower in trust and as fiduciary for Lender, and Borrower immediately shall deposit the same in the Operating Account or deliver the same, in its original form, to Lender by overnight delivery carrier. Pending such deposit in the Operating Account or delivery to Lender, Borrower agrees that it shall be used for the purposes of (1) Seller’s payment of Price Differential and not commingle any such remittance or other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage receivables or other Loan being purchased by Buyer that are to be disbursed at its Origination Collateral with any of Borrower’s other funds or property, but shall hold it separate and (y) the Purchase Price to be paid by Buyer apart from such other funds or property in trust for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments Lender until deposit is made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, or until delivery is made to Lender by overnight delivery carrier as described above. Any amounts due and payable under the Loan Documents shall be required paid out of the Operating Agreement to make the extent of available funds. Absent an Event of Default, Borrower shall have control over deposits and funds in such Operating Account, subject to the lien of the pledge and the provisions of this Agreement. Borrower authorizes Lender to establish automatic payments of the Loan by drawing on the Operating Account. To the extent that the balance in of the Operating Debt Service Reserve Account sufficient is less than $285,000 on the first day of any fiscal quarter, Borrower authorizes Lender to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw transfer funds from the Operating Account to effect the Debt Service Reserve Account in an amount sufficient to bring the balance of the Debt Service Reserve Account to $285,000. Borrower shall complete any forms reasonably requested by Lender to establish such payment automatic payments of the Loan and transfers to the extent of funds then available in the Operating Debt Service Reserve Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (a) The Security Agent has sole signing rights in relation to the Operating Account. (b) The Borrower must ensure that all Net Rental Income payable to the Borrower and any amounts payable to it under a Hedging Arrangement is paid into the Operating Account. (c) If any payment of any amount referred to in paragraph (b) above is paid into an Account other than the Operating Account, that payment must be paid immediately into the Operating Account. (d) If any payment is made in to the Operating Account which should have been paid into another Account, then, unless an Event of Default is outstanding, the Security Agent shall, at the request of the Borrower and on receipt of evidence satisfactory to the Security Agent that the payment should have been made to that other Account, promptly pay that amount to that other Account. (e) On any day on which an amount is due under the Headlease, the Security Agent may, and is irrevocably authorised by the Borrower to: (i) The withdraw from the Operating Account an amount necessary to meet that due amount; and (ii) apply that amount in payment of that due amount. (f) On each Interest Payment Date or (in the case of a payment into the General Account under sub-paragraph (iii) below) on the date the report referred to in Clause 16.2 (Monitoring of Property) is delivered to the Lenders in form and substance satisfactory to them in respect of the three months ending on the immediately preceding Quarter Date, the Security Agent must, and is irrevocably authorised by the Borrower to, withdraw from, and apply amounts standing to the credit of, the Operating Account, in the following order: (i) first, pro rata of any unpaid costs and expenses of the Security Agent due but unpaid under the Finance Documents; (ii) secondly, in or towards payment pro rata of: (A) any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Counterparty under the Hedging Arrangements; and (B) payment to the Lenders of any accrued interest, fees and other amounts (including Repayment Instalments) due but unpaid under the Finance Documents; and (iii) thirdly, (if the Security Agent is satisfied that the conditions in paragraph (h) below are met) payment of any surplus into the General Account. (g) Provided that sub-paragraph (f)(ii)(A) shall be used only apply if the Counterparty is the Original Lender or an Affiliate of the Original Lender. (h) The Security Agent is obliged to make a withdrawal from the Operating Account in accordance with sub-paragraph (f) (iii) above only if: (i) no Event of Default is outstanding or would occur on the making of the withdrawal from the Operating Account provided that if a Default (which for the purposes of (1this Clause shall mean a default which would with the expiry of the relevant grace period be an Event of Default) Seller’s payment is outstanding or would occur on the making of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer withdrawal from the applicable Approved Takeout Investor Operating Account the amounts withdrawn may not be used for any purpose (including paying a dividend) and shall only be used in connection with and for the repurchase benefit of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b).the Business; (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer Repeating Representations are correct and will notify Seller in writing of be correct immediately after the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited.withdrawal; (iii) Funds deposited by Seller in respect of a payment into the Operating General Account to cover under sub-paragraph (f)(iii) above, the shortfall, if any, referred to Compliance Certificate has been delivered in clause (2) respect of Section 5(d)(i) will be disbursed by Buyer the three month period ending on the immediately preceding Quarter Date and a report has been delivered to the Settlement Agent along Lenders in form and substance satisfactory to them in accordance with the Purchase Price Clause 16.2 (Monitoring of Property) in respect of the related Eligible Mortgage Loan being purchased by Buyer to fund three month period ending on the Origination of such Mortgage Loan as provided in Section 3(b).immediately preceding Quarter Date; (iv) At on the last Quarter Date falling in the period specified in the left-hand column in the table below, the Actual Interest Cover is above the percentage figure specified in the right hand column in the table: and Period Actual Interest Cover From the date of first Utilisation until 30 September 2007 inclusive 120% From 30 September 2007 until 30 September 2008 inclusive 130% From 30 September 2008 until 30 September 2009 inclusive 140% From 30 September 2009 until the Final Maturity Date inclusive 155% (v) The Loan to Value is not more than 75%. If the Loan to Value is greater than 75% but less than 80% and on the last Quarter Date falling in the period specified in the left hand column of the table in (iv) above the Actual Interest Cover is less than the figure specified in the right hand column of the table in (iv) above no withdrawals may be made until the Actual Interest Cover for the period ending on the following Quarter Dates is satisfied. Notwithstanding the foregoing, if the Borrower prepays part of the Loan by sufficient amount that the relevant Actual Interest Cover for the Relevant Period would have been met withdrawals shall be permitted. The Security Agent may authorise withdrawals at any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call any amount due and shall apply remaining unpaid after any grace period under the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f)Finance Documents. (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, Loan and (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable F▇▇▇▇▇ Mae, F▇▇▇▇▇▇ Mac or another Approved Takeout Investor Investor, as applicable, in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b3(k). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i4(c)(i) will be disbursed by Buyer to the Settlement Closing Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b3(a). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f4(e). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) the balance in the Operating Account is equal to or less than any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer may withdraw funds from the Operating Account balance to an account designated by SellerAccount.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(iParagraph 3(e) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section Paragraph 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account an amount sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(isubparagraph 5(e)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section Paragraph 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section Paragraph 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section Paragraph 5(f). (v) Unless (1) a Default or of an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller. D. Paragraph 5(f) is amended in its entirety to read as follows:

Operating Account. (i) The Operating Account Borrower shall be used for the purposes of (1) Seller’s payment of Price Differential establish and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into fund the Operating Account such cashon the Closing Date. Thereafter, if any, as the Borrower shall be required authorized to make the maintain a balance in the Operating Account sufficient in an amount not greater than the Projected Three Month Operating Expenses. The Borrower shall immediately pay any excess amounts into the General Cash Collateral Account. The Borrower may request Advances from the General Cash Collateral Account on a monthly basis (or more frequently as permitted under Section 4.2) in order to pay all amounts due Buyer on that Remittance Datecause the balance of the Operating Account to be equal to the Projected Three Month Operating Expenses taking the current month into account as one of the three months. On each Remittance Date, Buyer The Borrower shall withdraw funds make payments from the Operating Account only for amounts and purposes shown on the Budget. At any time that the Borrower is not in compliance with the Budget Variance Requirement, the Projected Three Month Operating Expenses shall be reduced to effect those amounts required solely for the operational overhead of the Borrower with no amounts included for any Proposed Construction Project predevelopment costs, any marketing costs for Proposed Construction Projects, or other amounts associated with any Proposed Construction Projects whatsoever. The Borrower shall calculate the revised Projected Three Month Operating Expenses upon such payment to occurrence for the extent approval of funds then available in the Operating AccountAgent. If the Borrower fails to obtain the approval of such amount within seven (7) days of the occurrence, then the Agent shall designate the revised amount taking into account the Budget. In any event, any excess funds on deposit in the Operating Account are insufficient to pay after taking into account such recalculation shall be immediately paid into the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating General Cash Collateral Account, and Buyer shall withdraw the funds so deposited to pay such deficiency amounts Advanced from the General Cash Collateral Account to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account Borrower for this purpose shall be reduced thereafter to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along comply with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b)reduced Projected Three Month Operating Expenses. (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (ia) The Operating Account shall be used Prior to the time the first Operation and Maintenance Budget for each Vogtle Unit is provided by the purposes Agent pursuant to Section 4.3 of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this the Nuclear Managing Board Agreement, the Side Letter Agent shall establish or maintain a separate account or accounts for such Vogtle Unit (each an “Operating Account” and collectively the “Operating Accounts”). The amounts held in the Operating Accounts, which in the discretion of the Agent may be interest bearing or non-interest bearing, may be physically maintained by the Agent in one or more bank accounts in a bank or banks the deposits in which are insured, subject to applicable limits, by the Federal Deposit Insurance Corporation and which meets or meet all applicable requirements imposed upon depositaries of the Agent. All moneys paid by the Parties for Operating Costs for each Vogtle Unit shall be deposited by the Parties in the applicable Operating Account and the Agent shall withdraw and apply funds therefrom only as necessary to pay such Operating Costs. In the event that during any other Transaction Document, (2) Seller’s funding of any shortfall between (x) month the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are balance in the applicable Operating Account is insufficient to pay the applicable Operating Costs required to be disbursed at its Origination paid that month (other than as the result of the non-payment by a Party of amounts due pursuant to Section 5.2 hereof), the Agent shall promptly so notify the other Parties, by telephone and (y) promptly confirm in writing, stating the Purchase Price amount required to be paid by Buyer for that Eligible Mortgage Loan, each. Each of the Parties shall pay its respective share of such deficit into the applicable Operating Account in immediately available funds not later than on the fifth (35th) Seller’s payment banking day after receipt of any difference between the Repurchase Price and the amount received by Buyer such notice from the applicable Approved Takeout Investor Agent. GPC shall have no responsibility or liability to make up any such deficit out of its own funds in connection with the repurchase excess of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b)its proportionate share of such deficit. (iib) On or before Each Party shall continue to own and maintain its Ownership Interest in each applicable Operating Account; provided, however, that the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of Agent shall have the Price Differential sole right and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required authority to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds withdrawals from the Operating Account to effect such payment to the extent of funds then available Accounts; and provided further, that a Party shall not own any Ownership Interest in the Operating Account. If the funds on deposit any amount in the any applicable Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount respect of interest paid into such Operating Account by or on the date such payment is due by wire transfer behalf of such amount Party pursuant to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 45.4 hereof, Buyer may withdraw funds from which amount shall be owned in common, and credited against payments required to be made into such Operating Account, by the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans other Parties not then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit default in the Operating Account performance of their obligations under this Agreement in accordance with the provisions of Section 5(f)proportion which their Ownership Interests in the applicable Vogtle Unit bear to each other. (vc) Unless (1) Upon decommissioning of a Default or an Event Vogtle Unit, and settlement of Default has occurred and is continuing or (2) any amounts are then owing all the obligations relating to Buyer or any Indemnified Party under this Agreement or another Transaction DocumentOperating Costs of such Vogtle Unit, on Seller’s request, Buyer will transfer the Agent shall close the applicable Operating Account and distribute to each Party its Ownership Interest of any balance remaining in said Operating Account, except that if a Party shall then be in default, an amount equal to an the liability of such defaulting Party on account designated by Sellerof such default (or if such amount exceeds such Party’s share of the balance in such Operating Account, its entire share of such balance) shall first be distributed to the non-defaulting Parties in the proportion which their Ownership Interests in such Vogtle Unit bear to each other.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s Sellers’ payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s Sellers’ funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s Sellers’ payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller Sellers to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller Sellers shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller Sellers shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller Sellers in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails Sellers fail to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s Sellers’ request, Buyer will transfer the Operating Account balance to an account designated by SellerSellers.

Operating Account. (a) The Security Agent has sole signing rights in relation to the Operating Account. (b) The Borrower must ensure that all Net Rental Income payable to the Borrower and any amounts payable to it under a Hedging Arrangement is paid into the Operating Account. (c) If any payment of any amount referred to in paragraph (b) above is paid into an Account other than the Operating Account, that payment must be paid immediately into the Operating Account. (d) If any payment is made in to the Operating Account which should have been paid into another Account, then, unless an Event of Default is outstanding, the Security Agent shall, at the request of the Borrower and on receipt of evidence satisfactory to the Security Agent that the payment should have been made to that other Account, promptly pay that amount to that other Account. (e) On any day on which an amount is due under the Headlease, the Security Agent may, and is irrevocably authorised by the Borrower to: (i) The withdraw from the Operating Account an amount necessary to meet that due amount; and (ii) apply that amount in payment of that due amount. (f) Except as provided in paragraph (g) below, on 15 January 2007, 15 April 2007, 15 July 2007 and 15 October 2007 and thereafter on each Interest Payment Date or (in the case of a payment into the General Account under sub-paragraph (iii) below) on the date the report referred to in Clause 16.2 (Monitoring of Property) is delivered to the Lenders in form and substance satisfactory to them in respect of the three months ending on the immediately preceding Quarter Date, the Security Agent must, and is irrevocably authorised by the Borrower to, withdraw from, and apply amounts standing to the credit of, the Operating Account, in the following order: (i) first, pro rata of any unpaid costs and expenses of the Security Agent due but unpaid under the Finance Documents; (ii) secondly, in or towards payment pro rata of: (A) any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Counterparty under the Hedging Arrangements; and (B) payment to the Lenders of any accrued interest, fees and other amounts (including Repayment Instalments) due but unpaid under the Finance Documents; and (iii) thirdly, (if the Security Agent is satisfied that the conditions in paragraph (h) below are met) payment of any surplus into the General Account. (g) Provided that sub-paragraph (f)(ii)(A) shall be used only apply if the Counterparty is the Original Lender or an Affiliate of the Original Lender. (h) The Security Agent is obliged to make a withdrawal from the Operating Account in accordance with sub-paragraph (f) (iii) above only if: (i) no Event of Default is outstanding or would occur on the making of the withdrawal from the Operating Account provided that if a Default (which for the purposes of (1this Clause shall mean a default which would with the expiry of the relevant grace period be an Event of Default) Seller’s payment is outstanding or would occur on the making of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer withdrawal from the applicable Approved Takeout Investor Operating Account the amounts withdrawn may not be used for any purpose (including paying a dividend) and shall only be used in connection with and for the repurchase benefit of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b).the Business; (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer Repeating Representations are correct and will notify Seller in writing of be correct immediately after the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited.withdrawal; (iii) Funds deposited by Seller in respect of a payment into the Operating General Account to cover under sub-paragraph (f)(iii) above, the shortfall, if any, referred to Compliance Certificate has been delivered in clause (2) respect of Section 5(d)(i) will be disbursed by Buyer the three month period ending on the immediately preceding Quarter Date and a report has been delivered to the Settlement Agent along Lenders in form and substance satisfactory to them in accordance with the Purchase Price Clause 16.2 (Monitoring of Property) in respect of the related Eligible Mortgage Loan being purchased by Buyer to fund three month period ending on the Origination of such Mortgage Loan as provided in Section 3(b).immediately preceding Quarter Date; (iv) At on the last Quarter Date falling in the period specified in the left-hand column in the table below, the Actual Interest Cover is above the percentage figure specified in the right hand column in the table: and From the date of first Utilisation until 30 September 2007 inclusive 120 % From 30 September 2007 until 30 September 2008 inclusive 130 % From 30 September 2008 until 30 September 2009 inclusive 140 % From 30 September 2009 until 30 September 2013 inclusive 155 % (v) The Loan to Value is not more than 75%. If the Loan to Value is greater than 75% but less than 80% and on the last Quarter Date falling in the period specified in the left hand column of the table in (iv) above the Actual Interest Cover is less than the figure specified in the right hand column of the table in (iv) above no withdrawals may be made until the Actual Interest Cover for the period ending on the following Quarter Dates is satisfied. Notwithstanding the foregoing, if the Borrower prepays part of the Loan by sufficient amount that the relevant Actual Interest Cover for the Relevant Period would have been met withdrawals shall be permitted. The Security Agent may authorise withdrawals at any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call any amount due and shall apply remaining unpaid after any grace period under the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f)Finance Documents. (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. Operator shall establish and maintain one or more separate segregated operating accounts (icollectively, the “Operating Account”) The at a FDIC insured bank designated by Operator (except to the extent any Lender requires that the Operating Account be held with Lender) for the collection and disbursement of monies in connection with the management and operation of the Hotel. All funds (exclusive of funds in house banks at the Hotel) received by Operator in the operation of or otherwise relating to the Hotel, and funds for Working Capital provided by Lessee, shall be used for deposited in the purposes of (1) Seller’s Operating Account. Lessee shall cause sufficient funds to be on hand in the Operating Account to assure the timely payment of Price Differential all current liabilities of the Hotel, including but not limited to Operating Expenses, all other costs and any other amounts owing expenses incurred in connection with the Hotel pursuant to Buyer under this Agreement, the Side Letter or any other Transaction Documentperformance by Operator of its obligations under this Agreement and all fees, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are charges and reimbursements payable to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance DateOperator hereunder. On or before the Business Day preceding each Remittance Date, Seller In no event shall deposit into the Operating Account such cash, if any, as shall be required to make Lessee permit the balance in the Operating Account sufficient to be less than the Initial Working Capital Amount. Operator shall submit to Lessee on a weekly basis its check register for the Operating Expenses to be paid that week and Lessee shall provide Working Capital to Operator within two (2) business days of receipt of the check register so that Operator may pay all such Operating Expenses. From the Operating Account, Operator shall pay all Operating Expenses, and other costs and expenses relating to the operation of the Hotel as permitted or required to be paid by Operator in accordance with this Agreement before any penalty or interest accrues thereon. The Operating Account shall be a segregated account and at all times shall be in Lessee's name; provided that Hotel Employees designated by Operator from time to time which shall be bonded or otherwise insured shall be authorized signatories of such account, as shall be representatives of Lessee. All interest earned or accrued on amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds invested from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount be added to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer Buyers under this Agreement, the Side Letter or any other Transaction Document, except for amounts required to be paid, and that can be paid, from or to other Accounts pursuant to the Transaction Documents, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer Administrative Agent (as agent and representative of Buyers) that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer Administrative Agent (as agent and representative of Buyers) for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer Administrative Agent from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) 3(h), and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth seventh (4th7th) Business Day before each Remittance Date, Buyer Administrative Agent will notify Seller in writing of the Price Differential and other amounts due Buyer Administrative Agent and Buyers on that Remittance Date. On or before the Business Day preceding each Remittance DateDate or, if later, seven (7) Business Days after ▇▇▇▇▇▇ receives Administrative Agent’s notice provided for in the first sentence of this Section 5(d)(ii), Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer Administrative Agent and Buyers on that Remittance Date. On each Remittance Date, Buyer Administrative Agent shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer Administrative Agent and Buyers in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer Administrative Agent shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer Administrative Agent to the Settlement Agent Agent, prior lender or repurchase agreement counterparty or Seller, as applicable, along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer Administrative Agent (as agent and representative of Buyers) to fund the Origination Origination, transfer or other purchase of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer Administrative Agent may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, BuyerAdministrative Agent, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f5(e). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer Administrative Agent, Buyers or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer Administrative Agent will transfer the Operating Account balance to an account designated by Seller. (vi) Income Collection Account. Pursuant to Section 6, ▇▇▇▇▇▇ has pledged, assigned and transferred the Income Collection Account to Administrative Agent (as agent and representative of Buyers) and granted Administrative Agent (as agent and representative of Buyers) a security interest in the Income Collection Account. Income shall be deposited in the Income Collection Account if required by Administrative Agent after and during the continuance of any Event of Default pursuant to Sections 12(b)(iii) and/or 12(b)(iv). No funds other than Income shall be deposited in the Income Collection Account. Where a particular Transaction’s term extends over the date on which Income is paid by the Mortgagor on any Purchased Mortgage Loan subject to that Transaction, that Income will be the property of Buyers until Seller has paid the full Repurchase Price in respect of such Transaction to Administrative Agent (for Buyers’ accounts). Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing and no Margin Deficit then exists, Buyers and Administrative Agent agree that Seller or its designee shall be entitled to receive and retain that Income to the full extent it would have been so entitled if the Purchased Mortgage Loans had not been sold to Buyers; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Administrative Agent (as agent and representative of Buyers) pending the payment of the Repurchase Price in respect of such Transaction and the repurchase of the related Purchased Mortgage Loans. If a Default or an Event of Default has occurred and is continuing, or a Margin Deficit exists that Seller has not satisfied in accordance with the provisions of Section 4, as of the date Income is paid on a Purchased Mortgage Loan subject to a Transaction hereunder, Seller, if directed by Administrative Agent pursuant to Section 12(b)(iii) and/or Section 12(b)(iv), shall cause such Income to be deposited into the Income Collection Account or to such other account as Administrative Agent may direct.

Operating Account. (a) The following amounts shall be deposited into the Operating Account directly, or if received by the Borrower or any Subsidiary Guarantor, as soon as practicable upon receipt: (i) The Operating Account shall be used all amounts transferred pursuant to Section 3.1(b) clause First; (ii) all proceeds of Revolving Loans received by the Borrower in accordance with the Credit Agreement, except those (x) borrowed for the purposes set forth in Section 2.5(b)(iii)(A) of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this the Credit Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) paid directly to the Purchase Price applicable payee or (z) deposited into a Local Operating Account; and (iii) any amounts required to be paid by Buyer one Credit Party to another Credit Party for that Eligible Mortgage LoanOperation and Maintenance Expenses, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of except those amounts deposited into a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b)Local Operating Account. (iib) On or before Other than following a Triggering Event, the fourth (4th) Business Day before each Remittance DateBorrower may request from time to time, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the by delivering an Operating Account such cashWithdrawal Certificate to the Depositary Bank, if any, as shall be required to make the balance that funds in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment (i) be applied directly to the extent payment of funds then available amounts owing by any Credit Party in the amounts required for, and to be applied to, payment of Operation and Maintenance Expenses and/or (ii) be transferred (A) to the Borrower’s Local Operating Account. If , without duplication of the funds amounts in clauses (B) and (C), the sum of the Borrower Operation and Maintenance Expenses then due and owing (including any amount owing from a prior month) plus expected Borrower Operation and Maintenance Expenses for the following forty-five (45) days; (B) to CEILLC’s Local Operating Account, the sum of the Borrower Operation and Maintenance Expenses then due and owing by CEILLC (including any amount owing from a prior month) plus expected Borrower Operation and Maintenance Expenses of CEILLC for the following forty-five (45) days; (C) to Tug Services’ Local Operating Account, the sum of the Borrower Operation and Maintenance Expenses then due and owing by Tug Services (including any amount owing from a prior month) plus expected Borrower Operation and Maintenance Expenses of Tug Services for the following forty-five (45) days; (D) to CCTP’s Local Operating Account, the sum of the CCTP Operation and Maintenance Expenses then due and owing (including any amount owing from a prior month) plus expected CCTP Operation and Maintenance Expenses for the following forty-five (45) days; and (E) to SPLNG’s Local Operating Account, the sum of the SPLNG Operation and Maintenance Expenses then due and owing (including any amount owing from a prior month) plus expected SPLNG Operation and Maintenance Expenses for the following forty-five (45) days, in each case less the amount on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Local Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s Sellers’ payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s Sellers’ funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s Sellers’ payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(iParagraph 3(g) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section Paragraph 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify any Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before prior to the Business Day preceding each Remittance Date, Seller Sellers shall jointly and severally deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account an amount sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller Sellers shall jointly and severally pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller Sellers in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(isubparagraph 5(e)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section Paragraph 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section Paragraph 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section Paragraph 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on any Seller’s request, Buyer will transfer the Operating Account balance to an account designated by such Seller.

Operating Account. credits and withdrawals 9.2.1 Each Borrower undertakes with each Finance Party that it will procure that all moneys payable to it in respect of the Earnings of the relevant Ship shall, unless and until the Facility Agent (iacting on the instructions of the Majority Lenders) The directs to the contrary pursuant to clause 2.1.1 (Earnings) of the relevant General Assignment, be paid to the relevant Operating Account, provided however, that if any of the moneys paid to such Operating Account are payable in a currency other than Dollars, that Borrower shall be used irrevocably instruct the Operating Account Bank to convert such moneys into Dollars at the Operating Account Bank’s spot rate of exchange at the relevant time for the purposes purchase of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price Dollars with such currency and the amount received by Buyer from the applicable Approved Takeout Investor term spot rate of exchange shall include any premium and costs of exchange payable in connection with the repurchase purchase of Dollars with such currency; 19.2.2 Unless the Facility Agent otherwise agrees in writing, no Borrower shall be entitled to withdraw any moneys from the relevant Operating Account at any time from the date of this Agreement and so long as any moneys are owing under the Finance Documents save that, unless and until a Purchased Mortgage Loan pursuant Default shall occur and the Facility Agent (acting on the instructions of the Majority Lenders) shall direct to Section 3(i) and (4) the contrary, each Borrower may withdraw moneys from the relevant Operating Account for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b).the following purposes: (iia) On to pay any unpaid costs and expenses which may be owing to the Finance Parties or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing any of them under any of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient Finance Documents; (b) to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such any amount to the Operating Facility Agent in or towards payments of interest or any instalments of principal or any other amounts then payable pursuant to the Finance Documents; (c) to pay any amount required to be paid to the relevant Debt Service Account, and Buyer shall withdraw the funds so deposited relevant Retention Account and/or the relevant Hedging Payments Account; (d) to pay such deficiency proper and reasonable operating expenses of the relevant Ship; (e) to pay dividends to the extent of the funds deposited. relevant shareholder (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will provided that such payments shall only be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call made strictly in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account clause 12.3.1(k)); and (f) to pay such Margin Call proper and shall apply reasonable expenses of administering the funds so withdrawn for affairs of that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f)Borrower. (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (a) All Gross Revenues shall be deposited by the remitter thereof into the Lockbox Account, and Borrower shall direct, or shall cause Property Manager to direct, that (i) The Operating Account shall be used for any and all revenues collected in connection with the purposes operation of the Property, (1ii) Seller’s payment of Price Differential all such amounts paid by all Tenants under any Leases, (iii) all such amounts remitted by any credit card processor and (iv) any other amounts owing to Buyer under this AgreementBorrower or Property Manager, be deposited directly into the Lockbox Account. Borrower shall deliver such additional documents and agreements, including but not limited to letters to the Tenants directing that all payments to Borrower from the Tenants shall be paid into the Lockbox Account. Notwithstanding the foregoing, the Side Letter Gross Revenues received by Borrower, Property Manager, or any other Transaction Documentby their Affiliates, shall be deposited (2and Borrower shall cause Property Manager or such Affiliates to deposit such amounts) Seller’s funding of any shortfall between (x) in the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, Lockbox Account within three (3) Seller’s payment Business Days after receipt thereof in the form in which they are received. No direction to any Tenant, Credit Card Processor or other source of Gross Revenues to deposit such revenues into the Lockbox Account shall be modified except by Agent. Borrower, Agent and Cash Management Bank shall enter into the Lockbox Account Control Agreement on or prior to the Closing Date, which agreement shall provide, in part, that (i) Cash Management Bank shall establish a post office box for the collection of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential checks and other amounts due Buyer on that Remittance Date. On or before physical remittances (the Business Day preceding each Remittance Date“Lockbox”), Seller which Cash Management Bank shall deposit into the Operating Lockbox Account, (ii) Agent shall have sole dominion and control over the Lockbox Account such cashand the Lockbox, if any, as (iii) all available funds in the Lockbox Account shall be required automatically directed, on a daily basis, to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in Borrower, Agent and Cash Management Bank shall enter into the Operating Account are insufficient Control Agreement on or prior to pay the amounts then due Buyer Closing Date, which agreement shall provide, in fullpart, Seller that Agent shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to have control and springing dominion over the Operating Account, and Buyer . Borrower shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in not establish any deposit account other than the Operating Account and the Lockbox Account without (i) prior written consent of Agent (not to cover the shortfallbe unreasonably withheld, if anyconditioned, referred or delayed) and (ii) delivery to Agent of a deposit account control agreement in clause (2) of Section 5(d)(i) will be disbursed by Buyer form and content satisfactory to Agent in its sole discretion. Notwithstanding anything set forth herein to the Settlement contrary, Agent along with shall have the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At right, at any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after following the occurrence and during the continuance of an Event of Default, Buyerto directly notify any Tenant, Credit Card Processor or other remitter of Gross Revenues to deposit such sums, as applicable, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f)Lender Account. (vb) Unless (1) Upon the occurrence and during the continuation of a Default or an Event of Default has occurred and is continuing or a DSCR Cash Management Period, Agent may deliver to the Cash Management Bank written notice, (2i) any amounts are then owing with respect to Buyer or any Indemnified Party under this Agreement or another Transaction Documentthe Operating Account, on Sellerlimiting Borrower’s request, Buyer will transfer access to such account in accordance with the terms of the Operating Account balance Control Agreement and (ii) with respect to an account designated the Lockbox Account, changing the daily disposition instruction to the Lender Account. If (x) any DSCR Cash Management Period in effect from time to time shall have terminated, and (y) all Events of Default, if any, shall have been waived by SellerAgent or cured to the satisfaction of Agent in its sole discretion, and (z) any Default has been cured in accordance with this Agreement, as the case may be, Agent shall deliver written notice to the Cash Management Bank, (i) with respect to the Operating Account, reinstating Borrower’s access to the Operating Account in accordance with Section 2.10(a) hereof, and (ii) with respect to the Lockbox Account, reinstating the daily disposition instruction to the Operating Account. (c) Agent may establish subaccounts of the Lender Account (which may be ledger or book entry accounts and not actual accounts). The Lender Account and any such subaccounts will be under the sole control and dominion of Agent, on behalf of Lenders, and Borrower shall have no right of withdrawal therefrom.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f5(e). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Operating Account shall Upon receipt by the Depositary of a Withdrawal Certificate detailing the amounts to be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreementpaid, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller Depositary shall deposit into the Operating Account such cash, if any, as shall be required to make the balance transfer funds in the Operating Account sufficient to pay all (i) the Issuer, to any Checking Account of the Issuer or to any Person identified by the Issuer to whom a payment is due in respect of Operating and Maintenance Expenses and (ii) the Depositary, the Trustee, the Collateral Agent and any trustee or agent for any other Permitted Additional Senior Lender for the Administrative Costs then due and payable to each of them. The amount to be transferred to any Checking Account shall be set forth in such Withdrawal Certificate and shall be certified therein to be (i) the amounts then due Buyer and payable for the Operating and Maintenance Expenses of the Issuer or any of its Subsidiaries (other than (i) OrMammoth prior to such time as the Issuer or any Guarantor acquires that portion of the Capital Stock of Mammoth-Pacific that the Issuer does not own as of the Closing Date and the Issuer or such Guarantor has complied with its obligations under the Financing Documents and (ii) Ormesa prior to such time as the Ormesa Support Date has occurred and Ormesa has otherwise complied with its obligations under Section 4.38 of the Indenture) or (ii) the good faith estimate of the amounts reasonably anticipated to be due and payable for Operating and Maintenance Expenses of the Issuer or any of its Subsidiaries (other than (i) OrMammoth prior to such time as the Issuer or any Guarantor acquires that portion of the Capital Stock of Mammoth-Pacific that the Issuer does not own as of the Closing Date and the Issuer or such Guarantor has complied with its obligations under the Financing Documents and (ii) Ormesa prior to such time as the Ormesa Support Date has occurred and Ormesa has otherwise complied with its obligations under Section 4.38 of the Indenture) within the remainder of the Funding Period during which such Withdrawal Certificate is submitted (less in each case the available amounts on that Remittance Datedeposit in or credited to such Checking Account other than amounts against which outstanding checks have been drawn and mailed or delivered but have not been cashed). On each Remittance DateNotwithstanding anything to the contrary herein, Buyer (i) any payment in respect of any single item of Operating and Maintenance Expenses which individually exceeds $250,000 shall withdraw funds be made solely from the Operating Account and (ii) the Issuer shall not request the Depositary to transfer any amounts from the Operating Account to effect such payment to the extent of funds then available any Checking Account in the Operating Account. If the funds on deposit in the Operating Account are insufficient order to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date any such payment is due by wire transfer item of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds depositedMaintenance Expense. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Operating Account shall be used for So long as any Commitment remains in effect, any portion of any Note or Reimbursement Obligation remains outstanding and unpaid, any Facility L/C remains outstanding that is not fully collateralized with cash in a manner satisfactory to the purposes of (1) Seller’s payment of Price Differential LC Issuer thereof and any other amounts owing to Buyer under this AgreementAgent, the Side Letter or any other Transaction Documentamount is owing to Agent or any Lender, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer Borrower agrees that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer it will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into maintain the Operating Account such cashpursuant to arrangements satisfactory to Agent at Agent's office in the name of Borrower but subject to the control of Agent, if anyfor the benefit of the Lenders and LC Issuers. Borrower hereby pledges, as shall be required assigns and grants to make Agent, on behalf of and for the balance ratable benefit of the Lenders and LC Issuers, a security interest in all of Borrower's right, title and interest in and to the Operating Account sufficient and all funds which may from time to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds time be on deposit in the Operating Account are insufficient to pay secure prompt and complete payment and performance of the amounts then due Buyer Obligations. Unless and until an Event of Default shall occur and be continuing, Agent will honor all withdrawal, payment, transfer and other fund disposition or instructions from Borrower that Borrower is otherwise entitled to give in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer respect of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan . So long as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing continuing, Agent shall be entitled to cease honoring all such instructions concerning the Account, and Borrower shall have no right or ability to access or withdraw or transfer funds from the Operating Account. (c) No Revolving Credit Loans shall be made at any time that any Swingline Loan is outstanding, except for Revolving Credit Loans that are used, on the day on which made, to repay in full the outstanding principal balance of the Swingline Loans. During the Commitment Period and as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans, all in accordance with the terms and conditions hereof. (d) Subject to the terms and conditions of this Agreement (including the limitations on the availability of Eurodollar Rate Loans and including the termination of the Aggregate Commitment as set forth in Section 9 hereof), the Revolving Credit Loans may from time to time be (i) Eurodollar Rate Loans, (ii) ABR Loans, or (2iii) a combination thereof, as determined by Borrower and notified to Agent in accordance with subsection 2.3 hereof, provided (a) that no Revolving Credit Loan shall be made as a Eurodollar Rate Loan after the day that is one month prior to the last day of the Commitment Period, and (b) that the maximum number of Tranches that may be outstanding at any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer one time as Revolving Credit Loans may not exceed six in the Operating Account balance to an account designated by Selleraggregate.

Operating Account. The Issuer shall maintain at the Issuer’s expense an interest-bearing account (ithe “Operating Account”) The in the name of the Issuer with a bank (“Operating Account shall be used for Bank”) selected by the purposes of (1) Seller’s payment of Price Differential Issuer and any other amounts owing reasonably acceptable to Buyer under this Agreementthe Administrative Agent, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer which has entered into a Control Agreement specifying that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as Bank shall be required comply with all instructions it receives from the Administrative Agent with respect to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds without further consent from the Operating Account Issuer. All Cash Receipts to effect such payment to be received by the extent of funds then available Issuer or any Note Party shall be deposited in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer the Issuer shall withdraw direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the funds future to make payment to such Operating Account. The Issuer hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so deposited long as any Notes remain outstanding) to pay address any Direction Letter or Letter-in-Lieu of division order executed by the Issuer it may hold and deliver or have delivered any such deficiency letter to any Person purchasing Hydrocarbons from the Note Party’s Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the extent Operating Account. Not later than ten (10) Business Days after the Closing Date, the Issuer shall send Direction Letters to all existing purchasers (and within ten (10) Business Days after entering into an agreement with any new purchaser, to such new purchaser) of Hydrocarbons produced from the Oil and Gas Properties of the funds deposited. (iii) Funds deposited by Seller in Note Parties, directing them to forward all amounts payable to the Note Parties directly to the Operating Account to cover at the shortfall, if any, referred to in clause (2) of Section 5(d)(i) will be disbursed by Buyer to the Settlement Agent along with the Purchase Price mailing address of the related Eligible Mortgage Loan being purchased by Buyer Operating Account Bank. Notwithstanding the foregoing, each such Control Agreement shall permit the Issuer and its Note Parties, as applicable, to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account any amounts contained therein so long as the Administrative Agent has not sent the depository bank party to pay such Margin Call and shall apply Control Agreement a notice indicating the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance existence of an Event of Default. Except as deposited into the Capital Reserve Account pursuant to Section 8.2, Buyer, in its sole discretion, may apply the amounts on deposit in proceeds of Notes shall be deposited into the Operating Account in accordance along with the provisions of any other amount to be directed to such account pursuant to Section 5(f)2. (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer the Operating Account balance to an account designated by Seller.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s Sellers’ payment of Price Differential and any other amounts owing to Buyer Buyers under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s Sellers’ funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer Administrative Agent (as agent and representative of Buyers) that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer Administrative Agent (as agent and representative of Buyers) for that Eligible Mortgage Loan, (3) Seller’s Sellers’ payment of any difference between the Repurchase Price and the amount received by Buyer Administrative Agent from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i3(g) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer Administrative Agent will notify any Seller in writing of the Price Differential and other amounts due Buyer Administrative Agent and Buyers on that Remittance Date. On or before prior to the Business Day preceding each Remittance Date, Seller Sellers shall jointly and severally deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account an amount sufficient to pay all amounts due Buyer Administrative Agent and Buyers on that Remittance Date. On each Remittance Date, Buyer Administrative Agent shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer Administrative Agent and Buyers in full, Seller Sellers shall jointly and severally pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer Administrative Agent shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller Sellers in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i5(e)(i) will be disbursed by Buyer Administrative Agent to the Settlement Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer Administrative Agent (as agent and representative of Buyers) to fund the Origination of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer Administrative Agent may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, BuyerAdministrative Agent, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer Administrative Agent, Buyers or any Indemnified Party under this Agreement or another Transaction Document, on any Seller’s request, Buyer Administrative Agent will transfer the Operating Account balance to an account designated by such Seller.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer under this Agreement, the Side Letter or any other Transaction Document, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer for that Eligible Mortgage Loan, Loan and (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer from the applicable F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ ▇▇▇ or another Approved Takeout Investor Investor, as applicable, in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b3(k). (ii) On or before the fourth (4th) Business Day before each Remittance Date, Buyer will notify Seller in writing of the Price Differential and other amounts due Buyer on that Remittance Date. On or before the Business Day preceding each Remittance Date, Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer on that Remittance Date. On each Remittance Date, Buyer shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section 5(d)(i4(c)(i) will be disbursed by Buyer to the Settlement Closing Agent along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer to fund the Origination of such Mortgage Loan as provided in Section 3(b3(a). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, Buyer, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f4(e). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) the balance in the Operating Account is equal to or less than any amounts are then owing to Buyer or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer will transfer may withdraw funds from the Operating Account balance to an account designated by SellerAccount.

Operating Account. (i) The Operating Account shall be used for the purposes of (1) Seller’s payment of Price Differential and any other amounts owing to Buyer Buyers under this Agreement, the Side Letter or any other Transaction Document, except for amounts required to be paid, and that can be paid, from or to other Accounts pursuant to the Transaction Documents, (2) Seller’s funding of any shortfall between (x) the proceeds of an Eligible Mortgage Loan being purchased by Buyer Administrative Agent (as agent and representative of Buyers) that are to be disbursed at its Origination and (y) the Purchase Price to be paid by Buyer Administrative Agent (as agent and representative of Buyers) for that Eligible Mortgage Loan, (3) Seller’s payment of any difference between the Repurchase Price and the amount received by Buyer Administrative Agent from the applicable Approved Takeout Investor in connection with the repurchase of a Purchased Mortgage Loan pursuant to Section 3(i3(h) and (4) for any cash payments made by Seller to satisfy Margin Calls pursuant to Section 4(b). (ii) On or before the fourth seventh (4th7th) Business Day before each Remittance Date, Buyer Administrative Agent will notify Seller in writing of the Price Differential and other amounts due Buyer Administrative Agent and Buyers on that Remittance Date. On or before the Business Day preceding each Remittance DateDate or, if later, seven (7) Business Days after Seller receives Administrative Agent’s notice provided for in the first sentence of this Subsection 5(d)(ii), Seller shall deposit into the Operating Account such cash, if any, as shall be required to make the balance in the Operating Account sufficient to pay all amounts due Buyer Administrative Agent and Buyers on that Remittance Date. On each Remittance Date, Buyer Administrative Agent shall withdraw funds from the Operating Account to effect such payment to the extent of funds then available in the Operating Account. If the funds on deposit in the Operating Account are insufficient to pay the amounts then due Buyer Administrative Agent and Buyers in full, Seller shall pay the deficiency amount on the date such payment is due by wire transfer of such amount to the Operating Account, and Buyer Administrative Agent shall withdraw the funds so deposited to pay such deficiency to the extent of the funds deposited. (iii) Funds deposited by Seller in the Operating Account to cover the shortfall, if any, referred to in clause (2) of Section Subsection 5(d)(i) will be disbursed by Buyer Administrative Agent to the Settlement Agent Agent, prior lender or repurchase agreement counterparty or Seller, as applicable, along with the Purchase Price of the related Eligible Mortgage Loan being purchased by Buyer Administrative Agent (as agent and representative of Buyers) to fund the Origination Origination, transfer or other purchase of such Mortgage Loan as provided in Section 3(b). (iv) At any time after a Margin Call, if Seller fails to satisfy such Margin Call in accordance with the provisions of Section 4, Buyer Administrative Agent may withdraw funds from the Operating Account to pay such Margin Call and shall apply the funds so withdrawn for that purpose to reduce the Repurchase Prices of Purchased Mortgage Loans then subject to outstanding Transactions as provided in Section 4(b). At any time after the occurrence and during the continuance of an Event of Default, BuyerAdministrative Agent, in its sole discretion, may apply the amounts on deposit in the Operating Account in accordance with the provisions of Section 5(f5(e). (v) Unless (1) a Default or an Event of Default has occurred and is continuing or (2) any amounts are then owing to Buyer Administrative Agent, Buyers or any Indemnified Party under this Agreement or another Transaction Document, on Seller’s request, Buyer Administrative Agent will transfer the Operating Account balance to an account designated by Seller.