Contract analysis

Section 1.1 — 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 such terms in the Senior Loan Agreement or, if not defined therein, in the Mezzanine Loan Agreement. "Agreement" has the meaning set forth in the preamble to this Agreement. "Agent" has the meaning se

Section 1.2 — Rules of Construction. Unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) references to "Articles," "Sections," "Exhibits," and "Schedules" are to articles, sections, exhibits, and schedules of and to this Agreement; (c) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any part

ARTICLE 2 — ESTABLISHMENT OF ESCROW; DEPOSIT OF FUNDS

Section 2.1 — Escrow Accounts. (a) Promptly upon the execution and delivery of this Agreement, the Escrow Agent shall establish and maintain two (2) segregated, federally insured escrow accounts at Ironclad National Bank, N.A. (ABA Routing No. 021-003-178), as follows: (i) a "Document Escrow Account" for the receipt, holding, and safekeeping of all Closing Documents deposited with the Escrow Agent pursuant to Article

Section 2.2 — Deposit of Escrow Funds by Senior Lender. On or before the Closing Date, the Senior Lender shall cause to be wired to the Funding Escrow Account immediately available funds in an aggregate amount equal to Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00), representing the gross proceeds of the Senior Loan; provided, however, that the Senior Origination Fee in the amount of Four Mill

Section 2.3 — Deposit of Escrow Funds by Mezzanine Lender. On or before the Closing Date, the Mezzanine Lender shall cause to be wired to the Funding Escrow Account immediately available funds in an aggregate amount equal to Two Hundred Million and No/100 Dollars ($200,000,000.00), representing the gross proceeds of the Mezzanine Loan; provided, however, that the Mezzanine Origination Fee in the amount of Three Milli

Section 2.4 — Deposit of Borrower Equity and Other Funds. On or before the Closing Date, the Borrowers (or MTDC on behalf of the Borrowers) shall cause to be wired to the Funding Escrow Account the following: (a) an equity contribution of not less than Two Hundred Million and No/100 Dollars ($200,000,000.00) from MTDC, representing MTDC's required equity investment in the Project; (b) any required closing cost adjust

Section 2.5 — Good Faith Deposit. The Parties acknowledge that, as of the date of this Agreement, no separate earnest money or good faith deposit has been tendered into escrow. To the extent that any earnest money or good faith deposit was previously tendered by the Borrowers to either Lender in connection with the negotiation of the Loan Documents, such deposit shall be applied at Closing in accordance with the term

Section 2.6 — Confirmation of Deposits. (a) The Escrow Agent shall confirm receipt of each wire transfer of Escrow Funds to all Parties (or their respective counsel) by email and telephonic notice within two (2) hours of receipt during normal business hours (9:00 a.m. to 5:00 p.m. Eastern Time on Business Days), or promptly upon the commencement of the next Business Day if such wire transfer is received outside of no

ARTICLE 3 — DEPOSIT OF CLOSING DOCUMENTS

Section 3.1 — Documents to Be Deposited by Borrowers. On or before the Closing Date, the Borrowers shall deposit with the Escrow Agent in the Document Escrow Account the following Closing Documents, each duly executed and delivered (where execution is required) and in form and substance satisfactory to the applicable Lender and its counsel: (a) Senior Loan Documents. Executed counterparts of the following Senior Loan

Section 3.2 — Documents to Be Deposited by Senior Lender. On or before the Closing Date, the Senior Lender shall deposit with the Escrow Agent in the Document Escrow Account the following Closing Documents: (a) Executed counterparts of all Senior Loan Documents required to be executed by the Senior Lender, including the Senior Loan Agreement, the Cash Management Agreement, and such other instruments and agreements as

Section 3.3 — Documents to Be Deposited by Mezzanine Lender. On or before the Closing Date, the Mezzanine Lender shall deposit with the Escrow Agent in the Document Escrow Account the following Closing Documents: (a) Executed counterparts of all Mezzanine Loan Documents required to be executed by the Mezzanine Lender, including the Mezzanine Loan Agreement and such other instruments and agreements as require the Mezz

Section 3.4 — Documents to Be Deposited by Escrow Agent. On or before the Closing Date, the Escrow Agent shall deposit in the Document Escrow Account (or otherwise make available for the Closing) the following documents: (a) Pro forma title insurance policies, as follows: (i) a pro forma ALTA 2006 Lender's Title Insurance Policy (the "Title Policy") in the amount of Four Hundred Seventy-Five Million and No/100 Dollar

Section 3.5 — Gap Period Documents. In the event that the Closing does not occur on the initially targeted Closing Date of June 15, 2025 and the Escrow Period is extended, the following documents may need to be re-dated, re-certified, or supplemented, and the applicable depositing party shall be obligated to provide such updated documents to the Escrow Agent prior to the rescheduled Closing Date: (a) Good standing ce

ARTICLE 4 — CONDITIONS TO CLOSING AND RELEASE FROM ESCROW

Section 4.1 — Mutual Closing Conditions. The obligation of the Escrow Agent to release the Escrow Deposits in accordance with Article 5 is subject to the satisfaction (or written waiver by all Parties) of each of the following conditions precedent (collectively, the "Mutual Closing Conditions"): (a) Deposit of Closing Documents. All Closing Documents listed in Sections 3.1 through 3.4 of this Agreement shall have bee

Section 4.2 — Lender Closing Conditions. In addition to the Mutual Closing Conditions, the obligation of the Escrow Agent to release the Escrow Deposits is subject to the satisfaction (or written waiver by the applicable Lender) of each of the following conditions precedent for the benefit of the Lenders (collectively, the "Lender Closing Conditions"): (a) Title. The Escrow Agent, in its capacity as title insurer, sh

Section 4.3 — Borrower Closing Conditions. In addition to the Mutual Closing Conditions, the obligation of the Escrow Agent to release the Escrow Deposits is subject to the satisfaction (or written waiver by the Borrowers) of each of the following conditions precedent for the benefit of the Borrowers (collectively, the "Borrower Closing Conditions"): (a) Senior Lender Funds. The Senior Lender shall have deposited (or

Section 4.4 — Confirmation and Authorization to Close. (a) Each Party shall deliver to the Escrow Agent a written Closing Authorization, substantially in the form attached hereto as Exhibit A (or, in the case of the form of joint closing instructions, substantially in the form attached hereto as Exhibit C), confirming that all conditions precedent to such Party's obligation to close have been satisfied or waived. The

ARTICLE 5 — DISBURSEMENT OF ESCROW DEPOSITS

Section 5.1 — Release of Funds. Upon receipt of all Closing Authorizations in accordance with Section 4.4, the Escrow Agent shall disburse the Escrow Funds from the Funding Escrow Account by federal wire transfer of immediately available funds, in accordance with the Wiring Instructions set forth in Exhibit D, in the following order of priority: (a) Mortgage Recording Taxes and Transfer Taxes. Payment of all New York

Section 5.2 — Release of Documents. Simultaneously with the release of Escrow Funds pursuant to Section 5.1, the Escrow Agent shall release and disburse the Closing Documents from the Document Escrow Account as follows: (a) Recording. The Escrow Agent shall deliver for recording with the Office of the City Register of the City of New York (via the Automated City Register Information System, "ACRIS") the following ins