Extract to table

RECITALS WHEREAS, Borrower and Agent have entered into that certain Senior Mortgage Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), pursuant to which Agent (on behalf of the Lenders) has agreed to make a senior mortgage loan to Borrower in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000) (the "Loan"), subject to and in accordance with the terms and conditions set forth therein; WHEREAS, the Loan is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), executed and delivered by Borrower in favor of Agent, encumbering the real property commonly known as 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City, County, and State of New York, together with all improvements thereon, appurtenances thereto, and all other property described in the Mortgage (collectively, the "Property"); WHEREAS, Borrower and Agent have entered into that certain Building Loan Agreement of even date herewith and that certain Project Loan Agreement of even date herewith, each pursuant to Article 2 of the New York Lien Law, governing the disbursement of Loan proceeds for the construction of improvements on the Property; WHEREAS, it is a condition precedent to the initial advance of Loan proceeds under the Loan Agreement that Borrower establish and fund the reserve accounts described herein (collectively, the "Reserve Accounts"), and that Borrower and Agent enter into this Agreement to set forth the terms and conditions governing the establishment, funding, maintenance, disbursement, and application of funds held in such Reserve Accounts; WHEREAS, Borrower desires to establish such Reserve Accounts and to comply with the reserve requirements set forth in the Loan Agreement and this Agreement; and WHEREAS, this Agreement supplements and is incorporated by reference into the Loan Agreement and the other Loan Documents, and capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement

1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agent" means Ironclad National Bank, N

2 of the Loan Agreement are hereby incorporated by reference into this Agreement and shall apply to this Agreement as if fully set forth herein

Without limiting the generality of the foregoing: (a) all dollar amounts referenced in this Agreement are in lawful currency of the United States of America; (b) the term "including" (and correlative terms such as "include" and "includes") means "including without limitation"; (c) headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof; (d) references to "Sections," "Articles," "Schedules," and "Exhibits" are to the respective Sections, Articles, Schedules, and Exhibits of and to this Agreement unless otherwise specified; (e) references to any agreement, instrument, or document shall be deemed to include all exhibits, schedules, and attachments thereto and all amendments, restatements, supplements, and other modifications thereof; (f) words of the masculine gender shall be deemed to include correlative words of the feminine and neuter genders, and vice versa; (g) words importing the singular number shall include the plural number and vice versa; and (h) references to any statute, rule, or regulation shall be deemed to include all amendments thereto, all successor statutes, rules, and regulations, and all rules and regulations promulgated thereunder

The Interest Reserve Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto

Borrower shall have no right to withdraw funds from the Interest Reserve Account except through the disbursement procedures expressly set forth in this Agreement