Contract analysis

I. Introduction and Identification of Escrow Agreement This letter (this "Confirmation") is issued by [Insert Escrow Agent full legal name] (the "Escrow Agent") in its capacity as escrow agent under that certain [Insert full title of Escrow Agreement] dated [Insert date] (the "Escrow Agreement"), by and among the following parties: (a) [Insert Depositor full legal name] (the "Depositor"); (b) [Insert Receiving Party

II. Confirmation of Receipt of Deposit A. Wire Transfer Details The Escrow Agent hereby confirms that it has received, by wire transfer of immediately available funds into the designated escrow account, a deposit with the following particulars: The Escrow Agent confirms that the above-referenced funds have been credited to the designated escrow account identified above and are being held in accordance with the terms

III. Status of Escrow Funds and Release Provisions The Tranche 1 Payment is being held in escrow in the designated escrow account in accordance with the terms and conditions of the Escrow Agreement. The Escrow Agent shall continue to hold such funds in escrow and shall not release, disburse, or otherwise transfer any portion of the Tranche 1 Payment except in strict accordance with the provisions of the Escrow Agreem

IV. Escrow Agent Representations and Disclaimers The Escrow Agent hereby confirms the following as of the date of this Confirmation: (a) Segregation and Account Type. The Tranche 1 Payment is held in a segregated account maintained by the Escrow Agent at [Insert name of depository financial institution], which account is [Select: interest-bearing / non-interest-bearing]. [If interest-bearing:] Interest on the escrowe

V. Request for Countersignature Counsel for the Depositor is hereby requested to countersign this Confirmation in the space provided below to acknowledge receipt of this Confirmation and to confirm the accuracy of the deposit details set forth herein. The executed original of this Confirmation should be returned to the Escrow Agent at the address set forth above, with a copy to counsel for the Beneficiary. Failure to

1. Copy of wire transfer advice

2. Account statement reflecting receipt of funds into the escrow account 3. [Insert any additional enclosures] Drafting Instruction: Attach copies of all relevant wire transfer documentation and account statements confirming receipt and credit of the Tranche 1 Payment. Additional enclosures may include copies of the relevant sections of the Escrow Agreement, if not previously provided to all addressees. Distribution

1. Template Status. This document is a template form to be maintained in the closing set and completed at the time the Tranche 1 wire transfer is confirmed as received by the escrow agent. It is not to be issued in template form.

2. Completion of Fields. All bracketed placeholder fields (indicated by "[Insert ...]" or "[Select ...]") must be completed with the applicable information before this Confirmation is finalized and issued. No bracketed placeholders should remain in the issued version of this letter.

3. Issuance and Countersignature. This Confirmation is to be issued by the escrow agent on its letterhead and countersigned by depositor's outside counsel, as specified in the escrow agreement. The escrow agent should retain the fully executed original in its files.

4. Consistency of Defined Terms. Ensure that all defined terms used in this Confirmation are consistent with the defined terms in the underlying Escrow Agreement and Settlement Agreement. In particular, verify the defined terms for "Tranche 1 Payment," "Depositor," "Beneficiary," "Receiving Party," and "Escrow Agent," and confirm that the section references correspond to the correct provisions of the Escrow Agreement

5. Letterhead. This letter should be printed on the escrow agent's official letterhead. If issued electronically, ensure that the escrow agent's letterhead appears in the electronic version.

6. File Retention. Retain the executed original of this Confirmation in the matter closing file. Copies should be provided to all parties on the distribution list.

7. Subsequent Tranches. If additional tranches are contemplated under the Escrow Agreement (e.g., Tranche 2, Tranche 3), separate confirmation letters should be prepared using the corresponding template forms for each subsequent tranche, with appropriate modifications to section references and defined terms.

8. Regulatory Considerations. If the escrow agent is a regulated financial institution, ensure compliance with all applicable regulatory requirements, including anti-money laundering (AML), know-your-customer (KYC), and suspicious activity reporting (SAR) obligations, in connection with the receipt and holding of the escrowed funds. Field | Detail Amount Received: | $[Insert amount in figures] ([Insert amount in word