Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Approved Bank" means a bank or trust company organized under the laws of the United States of America or any state thereof, having total assets of not less than Ten Billion and 00/100 Dollars ($10,000,000,000) and a long-term unsecured debt rating of at least "A" (or its equivalent) by Pinnacle Ratings

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) All references herein to "Sections," "Articles," "Exhibits," and "Schedules" shall refer to the corresponding Sections, Articles, Exhibits, and Schedules of this Agreement, unless otherwise specified. (b) The terms "herein," "hereof," "hereunder," "hereto," and words of similar import refer to this Agreement as

ARTICLE 2 — ESTABLISHMENT OF RESERVE ACCOUNTS

Section 2.1 — General (a) Mezzanine Borrower shall establish and maintain the Reserve Accounts at the Reserve Account Bank, each in the name of Mezzanine Borrower, for the benefit of Mezzanine Lender. Each Reserve Account shall be a segregated, interest-bearing deposit account, held separately from all other accounts of Mezzanine Borrower and clearly designated as being subject to the lien and security interest of Me

Section 2.2 — Mezzanine Interest Reserve Account (a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Interest Reserve Account" (the "Mezzanine Interest Reserve Account"). (b) Purpose. The purpose of the Mezzanine Interest Reserve Account is to fund monthly interest payments on the Mezzanine Loan during the

Section 2.3 — Mezzanine Debt Service Reserve Account (a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Debt Service Reserve Account" (the "Mezzanine Debt Service Reserve Account"). (b) Purpose. The purpose of the Mezzanine Debt Service Reserve Account is to maintain a post-completion liquidity reserve equ

Section 2.4 — Mezzanine Lease-Up Reserve Account (a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Lease-Up Reserve Account" (the "Mezzanine Lease-Up Reserve Account"). (b) Purpose. The purpose of the Mezzanine Lease-Up Reserve Account is to fund operating shortfalls during the lease-up period between the

Section 2.5 — Mezzanine Operating Deficit Reserve Account (a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Operating Deficit Reserve Account" (the "Mezzanine Operating Deficit Reserve Account"). (b) Purpose. The purpose of the Mezzanine Operating Deficit Reserve Account is to cover shortfalls in the paym

Section 2.6 — Mezzanine Extension Reserve Account (a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Extension Reserve Account" (the "Mezzanine Extension Reserve Account"). (b) Purpose. The purpose of the Mezzanine Extension Reserve Account is to accumulate funds necessary to satisfy the Extension Conditio

Section 3.1 — Initial Deposits (a) On the Closing Date, Mezzanine Borrower shall make (or cause to be made) the following initial deposits into the Reserve Accounts, in immediately available funds, by wire transfer to the Reserve Account Bank: (b) All initial deposits shall be made by wire transfer of immediately available United States dollar funds to the Reserve Account Bank on the Closing Date, with confirmation o

Section 3.2 — Monthly Deposits (a) On each Monthly Payment Date during the Construction Period (and, as applicable, thereafter), Mezzanine Borrower shall deposit (or cause to be deposited) into the applicable Reserve Accounts the amounts required by Sections 2.2 through 2.6 hereof, subject to the priority waterfall set forth in the Cash Management Agreement and the requirements of the Intercreditor Agreement. (b) To

Section 3.3 — Supplemental Deposits (a) In addition to the initial deposits and monthly deposits described in Sections 3.1 and 3.2 hereof, Mezzanine Lender may require Mezzanine Borrower to make supplemental deposits into one or more Reserve Accounts upon the occurrence of any of the following: (i) the occurrence of a Trigger Event, including without limitation (A) a decline in the combined debt service coverage rati

Section 3.4 — Source of Deposits (a) All deposits into the Reserve Accounts shall be made in immediately available United States dollar funds by wire transfer to the applicable account at the Reserve Account Bank. (b) No deposit into any Reserve Account may be funded from the proceeds of additional indebtedness (whether secured or unsecured) without the prior written consent of Mezzanine Lender, which consent may be

Section 4.1 — Disbursement Requests Generally (a) All disbursements from the Reserve Accounts shall require the delivery of a Disbursement Request to Mezzanine Lender, substantially in the form of Exhibit A attached hereto, executed by an authorized representative of Mezzanine Borrower listed on Schedule 2 hereto. Each Disbursement Request shall be delivered to Mezzanine Lender not fewer than five (5) Business Days p

Section 4.2 — Disbursements from Mezzanine Interest Reserve Account (a) On each Monthly Payment Date during the Construction Period (and, if applicable, during any subsequent period prior to achievement of the minimum combined debt yield threshold described in Section 2.2(b) hereof), Mezzanine Lender shall disburse (or cause the Reserve Account Bank to disburse) from the Mezzanine Interest Reserve Account an amount e

Section 4.3 — Disbursements from Mezzanine Debt Service Reserve Account (a) Disbursements from the Mezzanine Debt Service Reserve Account shall be permitted solely for the payment of scheduled Debt Service on the Mezzanine Loan, and only to the extent that Property cash flow (after satisfaction of the Senior waterfall, Senior Debt Service, and all amounts required to be paid under the Senior Loan Documents) is insuff

Section 4.4 — Disbursements from Mezzanine Lease-Up Reserve Account (a) Disbursements from the Mezzanine Lease-Up Reserve Account shall be permitted during the period from the First TCO Date to the Stabilization Date for the following purposes: (i) tenant improvement and leasing commission costs associated with the lease-up of the Improvements, to the extent not funded by the Senior TI/LC Reserve established under th

Section 4.5 — Disbursements from Mezzanine Operating Deficit Reserve Account (a) Disbursements from the Mezzanine Operating Deficit Reserve Account shall be permitted for the following purposes: (i) operating expense shortfalls not covered by the Senior Operating Deficit Reserve established under the Senior Reserve Agreement; (ii) ground rent payments under the Ground Lease to the extent not paid from operating incom

Section 4.6 — Disbursements from Mezzanine Extension Reserve Account (a) Disbursements from the Mezzanine Extension Reserve Account shall be permitted solely for the purpose of satisfying the Extension Conditions set forth in Section 2.6 of the Mezzanine Loan Agreement in connection with Mezzanine Borrower's exercise of one or both of the extension options under the Mezzanine Loan Agreement. (b) As a condition to any

Section 4.7 — Conditions to All Disbursements (a) Notwithstanding anything to the contrary contained in this Article 4, no disbursement from any Reserve Account shall be made if any of the following conditions exist: (i) an Event of Default has occurred and is continuing under the Mezzanine Loan Documents, unless Mezzanine Lender elects, in its sole and absolute discretion, to permit such disbursement notwithstanding

ARTICLE 5 — REPORTING AND MONITORING

Section 5.1 — Monthly Reserve Statements (a) Within ten (10) Business Days after the end of each calendar month, Mezzanine Lender (or the Reserve Account Bank, at Mezzanine Lender's direction) shall provide Mezzanine Borrower with a written statement for each Reserve Account (each, a "Monthly Reserve Statement") setting forth the following information for the preceding calendar month: (i) the opening balance as of th

Section 5.2 — Quarterly Reserve Compliance Certificate (a) Within thirty (30) days after the end of each fiscal quarter of Mezzanine Borrower (with fiscal quarters ending on March 31, June 30, September 30, and December 31 of each calendar year), Mezzanine Borrower shall deliver to Mezzanine Lender a Reserve Compliance Certificate, substantially in the form of Exhibit B attached hereto, certified by Priya Subramanian

Section 5.3 — Annual Auditor Confirmation Mezzanine Borrower shall cause its independent auditor, Whitfield Albrecht & Co. LLP (Sandra Okonkwo, Engagement Partner, or such successor engagement partner as may be designated from time to time) (or such other nationally recognized independent accounting firm as Mezzanine Lender may approve), to confirm the balance of each Reserve Account as part of the annual audit of Me

Section 5.4 — Senior Reserve Coordination Reports (a) Mezzanine Borrower shall deliver (or cause Mortgage Borrower to deliver) to Mezzanine Lender copies of all reserve statements, disbursement requests, compliance certificates, and other material correspondence or reports delivered to Senior Lender under or in connection with the Senior Reserve Agreement, concurrently with delivery to Senior Lender (and in no event

Section 5.5 — Construction Progress Reporting (a) During the Construction Period, Mezzanine Borrower shall deliver to Mezzanine Lender, within fifteen (15) days after the end of each calendar month, the following information and documentation: (i) a construction progress report from Cobalt Construction Group, Inc. (Hiroshi Tanaka, Project Executive, or such successor project executive as may be designated from time t

ARTICLE 6 — INVESTMENT OF RESERVE FUNDS; INTEREST

Section 6.1 — Investment Direction (a) Mezzanine Borrower shall invest (or cause to be invested) all funds