Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Wind-Down Agreement. "Business Day" means any day other than a Saturday, a Sunday, or any other day on which banking institutions in Wilmington, Delaware are authorized or obligated by law

Section 1.02 — Interpretation (a) Unless the context otherwise requires, all references herein to Articles, Sections, Exhibits, and Schedules are to Articles, Sections, Exhibits, and Schedules of and to this Agreement. (b) The headings and captions of the Articles, Sections, and other subdivisions of this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or inter

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT MECHANICS

Section 2.01 — Establishment of Escrow Account (a) Promptly following the execution and delivery of this Agreement, the Escrow Agent shall establish and maintain a segregated interest-bearing escrow account at a federally insured depository institution. Such escrow account shall be designated as Escrow Account No. ESC-2025-40071 and shall be maintained separately from the general assets and accounts of the Escrow Age

Section 2.02 — Initial Deposit (a) The Escrow Amount of One Million Five Hundred Thousand Dollars ($1,500,000) shall be deposited into the Escrow Account from the gross sale proceeds of the Partnership's property dispositions, in accordance with the distribution waterfall set forth in the Wind-Down Agreement. The Escrow Amount represents the third priority distribution under the distribution waterfall, following: (i)

Section 2.03 — Timing of Deposit (a) The deposit of the Escrow Amount into the Escrow Account shall occur upon the closing of the first property sale in the course of the Partnership's wind-down that generates sufficient net proceeds (after satisfaction of the Harborline payoff and the payment of wind-down expenses as described in Section 2.02(a)) to fund the full Escrow Amount, or upon such earlier date as the Depos

Section 2.04 — Escrow Agent's Acceptance (a) The Escrow Agent hereby accepts its appointment under this Agreement and agrees to hold, invest, and disburse the Escrow Fund in accordance with and subject to the terms and conditions of this Agreement. The Escrow Agent's acceptance of its appointment and its duties hereunder shall be subject to the payment of its fees and expenses as provided in Section 6.04 and the inde

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.01 — Permitted Investments Unless otherwise directed by a Joint Written Direction delivered to the Escrow Agent, the Escrow Agent shall invest and reinvest the Escrow Fund in one or more of the following categories of investments (each, a "Permitted Investment"): (a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America o

Section 3.02 — Escrow Earnings (a) All Escrow Earnings shall be retained in the Escrow Account and shall constitute part of the Escrow Fund for all purposes under this Agreement. The Escrow Agent shall reinvest all Escrow Earnings in Permitted Investments in accordance with this Article III. (b) Tax Reporting. For federal, state, and local income tax purposes, the Escrow Earnings shall be reported as income of the Pa

Section 3.03 — Investment Losses (a) The Escrow Agent shall not be liable for any loss, depreciation, or diminution in value resulting from the investment or reinvestment of the Escrow Fund in Permitted Investments in accordance with this Article III, including any loss of principal, interest, or other amounts. No investment of the Escrow Fund in any Permitted Investment shall be deemed to constitute a guaranty by th

ARTICLE IV — CLAIMS AGAINST ESCROW FUND

Section 4.01 — Purpose of Escrow (a) The Escrow Fund has been established and shall be maintained for the sole purpose of providing a source of funds to satisfy Claims that arise or become known after the Dissolution Date relating to the Partnership's contingent liabilities and obligations. The Escrow Fund shall be available to satisfy the following categories of Claims, including but not limited to: (i) Tax liabilit

Section 4.02 — Claim Notice Procedures (a) Either Briarwood or Pinnacle (the party submitting the Claim Notice, the "Claiming Party") may submit a written notice of a Claim (a "Claim Notice") to the Escrow Agent at any time during the Escrow Period, with a simultaneous copy to the other party and its counsel (delivered in accordance with Section 7.02 of this Agreement). Each Claim Notice shall be substantially in the

Section 4.03 — Response and Objection Period (a) The party that did not submit the Claim Notice (the "Responding Party") shall have a period of twenty (20) Business Days following its receipt of the Claim Notice (the "Objection Period") to deliver a written response to the Escrow Agent, with a simultaneous copy to the Claiming Party, in which the Responding Party either: (i) Consents to the disbursement of the claime

Section 4.04 — Disbursement Upon Consent or Deemed Consent (a) If the Responding Party consents (whether expressly or by deemed consent pursuant to Section 4.03(b)) to a Claim, the Escrow Agent shall disburse the claimed amount (or such lesser amount as consented to) from the Escrow Fund to the payee identified in the Claim Notice within five (5) Business Days after the earlier of (i) the Escrow Agent's receipt of th

Section 4.05 — Resolution of Disputed Claims In the event that a Claim Objection is timely delivered by the Responding Party in accordance with Section 4.03, the following procedures shall apply: (a) Good-Faith Negotiation. The Claiming Party and the Responding Party shall attempt in good faith to resolve the dispute within a period of thirty (30) calendar days following the delivery of the Claim Objection (the "Nego

Section 4.06 — Partial Disbursements (a) In the event that a Claim Objection is delivered with respect to only a portion of the amount set forth in a Claim Notice, the undisputed portion of the Claim shall be disbursed by the Escrow Agent in accordance with Section 4.04 (as if the Responding Party had consented to the disbursement of such undisputed portion), and the disputed portion shall be retained in the Escrow A

ARTICLE V — RELEASE OF ESCROW FUND

Section 5.01 — Release Date (a) The "Release Date" shall be the date that is twelve (12) calendar months following the Dissolution Date (i.e., the date that is twelve (12) months after the date of filing of the Certificate of Cancellation with the Secretary of State of the State of Delaware). By way of example, if the Certificate of Cancellation is filed on the target date of December 31, 2025, the Release Date would

Section 5.02 — Release Mechanics (a) On the Release Date (or, if the Release Date falls on a day that is not a Business Day, on the next succeeding Business Day), the Escrow Agent shall release and distribute the entire remaining balance of the Escrow Fund (including any Escrow Earnings) as follows: (i) First, the Escrow Agent shall retain in the Escrow Account an amount equal to the aggregate amount of all pending,

Section 5.03 — Holdback for Pending Claims (a) Any Holdback Amount retained by the Escrow Agent pursuant to Section 5.02(a)(i) shall continue to be held in the Escrow Account and shall be invested in Permitted Investments in accordance with Article III pending resolution of the applicable Claim or Claims in accordance with Article IV. (b) Upon the resolution of each pending Claim (whether by consent, deemed consent,

Section 5.04 — Early Release At any time prior to the Release Date, Briarwood and Pinnacle may, by Joint Written Direction, instruct the Escrow Agent to release all or any specified portion of the Escrow Fund to the parties (in proportion to their respective partnership interests: 55% to Briarwood and 45% to Pinnacle, unless otherwise specified in such Joint Written Direction) or to any other payee or payees designat

ARTICLE VI — ESCROW AGENT PROVISIONS

Section 6.01 — Duties and Responsibilities (a) The Escrow Agent's duties and responsibilities are limited solely to those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement. The Escrow Agent shall act upon and in accordance with written instructions and Joint Written Directions delivered to it in accordance with this Agreement and shall not be required to tak

Section 6.02 — Limitation of Liability (a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. In no event shall the Escrow Agent be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind whatsoever, rega

Section 6.03 — Indemnification of Escrow Agent (a) Briarwood and Pinnacle, in proportion to their respective partnership interests in the Partnership (fifty-five percent (55%) for Briarwood and forty-five percent (45%) for Pinnacle), shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and each of its officers, directors, employees, agents, and representatives (including Brian L. Whitfiel

Section 6.04 — Fees and Expenses of Escrow Agent (a) The Escrow Agent shall be entitled to compensation for its services under this Agreement in accordance with the fee schedule attached hereto as Exhibit A, which fee schedule has been agreed upon by the parties. Such fees shall include, without limitation, an initial setup and acceptance fee, an annual escrow administration fee, per-disbursement fees, wire transfer

Section 6.05 — Resignation and Removal of Escrow Agent (a) Resignation. The Escrow Agent may resign from its duties and obligations under this Agreement at any time upon thirty (30) days' prior written notice to each of Briarwood and Pinnacle (and their respective counsel). Such resignation shall take effect on the thirtieth (30th) day following delivery of such notice (or such earlier date as may be agreed upon by t

Section 6.06 — Conflicting Instructions; Interpleader (a) In the event that the Escrow Agent receives conflicting instructions from Briarwood and Pinnacle, or if at any time the Escrow Agent is uncertain as to its duties or obligations under this Agreement, the Escrow Agent shall be entitled, in its sole discretion, to: (i) Refrain from taking any action (other than to continue to hold and invest the Escrow Fund in a

ARTICLE VII — AUTHORIZED REPRESENTATIVES; NOTICES

Section 7.01 — Authorized Representatives (a) Each party hereby designates the following individuals as its authorized representatives, each of whom is empowered to deliver and receive notices, instructions, consents, Claim Notices, Joint Written Directions, and other communications under this Agreement on behalf of such party: Briarwood Family Office LLC: • Margaux Briarwood-Feldstein, Director of Investments; and/o

Section 7.02 — Notices All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be deemed to have been duly given or made: (i) when delivered by hand (with written confirmation of receipt); (ii) when delivered by a nationally recognized overnight courier service (with written confirmation of r

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.01 — Representations and Warranties of Briarwood Briarwood hereby represents and warrants to each other party to this Agreement as follows: (a) Organization and Good Standing. Briarwood is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File No. 5918274). (b) Power and Authority. Briarwood has all requisite limited liabilit

Section 8.02 — Representations and Warranties of Pinnacle Pinnacle hereby represents and warrants to each other party to this Agreement as follows: (a) Organization and Good Standing. Pinnacle is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File No. 6103488). (b) Power and Authority. Pinnacle has all requisite limited liability co

Section 8.03 — Representations and Warranties of Greystone Greystone hereby represents and warrants to each other party to this Agreement as follows: (a) Organization and Good Standing. Greystone is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware (Delaware File No. 7284613). (b) Power and Authority. Greystone has all requisite partnership power and aut

Section 8.04 — Representations and Warranties of Escrow Agent The Escrow Agent hereby represents and warrants to each other party to this Agreement as follows: (a) Organization and Good Standing. The Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. The Escrow Agent has all requisite corporate power and authority to a