Natick Investment Project

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Current Funding Status:

Tranche A: 75k/400k Committed

Tranche B: 0/450k Committed

COLLATERAL AGENCY AGREEMENT

ARTICLE I — PURPOSE; AUTHORITY SOURCE; APPOINTMENT; SUBORDINATION

1.1 Authority Source; Commitment Agreement Controls

This Agreement is executed solely to enumerate, organize, and operationalize the Collateral Agent’s duties. The Parties expressly agree that the Loan Commitment and Escrow Agreement (as amended only in accordance with its terms, the “Commitment Agreement”) is the primary and controlling source of authority for the Collateral Agent’s escrow, funding-call, release, default, and enforcement functions.
(Authority: Commitment Agreement Article I.)

Accordingly: (a) Every substantive duty stated in this Agreement is intended to correspond to, and is authorized by, one or more specific Articles of the Commitment Agreement, which authority is stated for each duty herein; and
(b) to the extent any provision of this Agreement could be read to expand, supplement, alter, or re-sequence any mechanic, trigger, deadline, enforcement path, or Borrower protection stated in the Commitment Agreement, the Commitment Agreement shall control and this Agreement shall be conformed accordingly.
(Authority: Commitment Agreement Article I.)

1.2 Appointment and Acceptance

The Collateral Agent acknowledges its appointment and accepts the role under the Commitment Agreement, solely in the capacities and under the standards stated therein. (Authority: Commitment Agreement Article I.)

1.3 No Fiduciary Relationship

Nothing herein creates a fiduciary relationship between the Collateral Agent and any Party. The Collateral Agent acts solely in a ministerial and administrative capacity, except where the Commitment Agreement expressly authorizes limited, purpose-bound professional judgment. (Authority: Commitment Agreement Article I.)

ARTICLE II — DEFINITIONS; INTERPRETATION; BORROWER CONSENT

2.1 Defined Terms

Capitalized terms used but not defined herein have the meanings assigned in the Commitment Agreement. In the event of any inconsistency between this Agreement and the Commitment Agreement regarding the scope, sequencing, or triggering of any duty, the Commitment Agreement controls. (Authority: Commitment Agreement Article II.)

2.2 No Implied Duties; No Monitoring Duty

No duty shall be implied against the Collateral Agent except those expressly stated herein and expressly authorized by the Commitment Agreement.
(Authority: Commitment Agreement Articles I)

2.3 Borrower-Consent Lock Incorporated

No instruction, update, amendment, waiver, or action shall be effective if it directly or indirectly alters, expands, or affects Borrower’s rights, obligations, remedies, enforcement mechanics, sequencing, or economic exposure unless Borrower has provided prior written consent as required under the Commitment Agreement.
(Authority: Commitment Agreement Articles XVII.)

2.4 Reliance Standard

Where the Commitment Agreement permits or requires reliance, the Collateral Agent may rely conclusively on authoritative depository records, written notices, Stage Progress Inspection Report(s), and Borrower submitted stage release evidence, and shall have no independent verification duty beyond Administrative Review. 

For avoidance of doubt, “Administrative Review” includes the objective input categories enumerated in the Commitment Agreement, including authoritative escrow records, Stage Progress Inspection Reports where applicable, and borrower-submitted documentary or photographic evidence of municipal inspection sign-off where such sign-off constitutes the applicable stage condition.

(Authority: Commitment Agreement Articles I, II, V, VI, VII, XIII.)

ARTICLE III — GLOBAL LIMITATIONS; RELIANCE; MINISTERIAL STANDARD

3.1 Ministerial and Administrative Standard

Except where expressly required to act in a professional legal capacity, the Collateral Agent’s duties are ministerial and administrative only, and are limited to implementing the mechanical triggers, sequencing, and custodial steps expressly stated in the Commitment Agreement. (Authority: Commitment Agreement Article I.)

3.2 Professional Capacity

Where the Commitment Agreement expressly requires the Collateral Agent to act as closing attorney and recording attorney, or expressly authorizes limited professional inquiry for default validation, the Collateral Agent shall act within that bounded professional scope and not beyond it. (Authority: Commitment Agreement Articles I, VII, XIII.)

3.3 No Discretion to Alter Mechanics; No Re-Ordering

The Collateral Agent shall not add, waive, vary, reorder, substitute, reinterpret, or depart from the express mechanics and sequencing rules set forth in the Commitment Agreement, except where expressly authorized by the Commitment Agreement. (Authority: Commitment Agreement Article I.)

3.4 Post-Release Status

Upon release of any funds from escrow pursuant to the Commitment Agreement, the released funds cease to be escrowed funds, and the Collateral Agent has no authority, control, monitoring obligation, or discretion with respect thereto. (Authority: Commitment Agreement Article I; Article V.)

3.5 No Monitoring; No Initiative; No Routine Confirmations

The Collateral Agent has no duty to monitor project progress, lender performance, deadlines, or readiness; no duty to initiate funding calls, releases, unwind actions, default assertions, or enforcement; and no duty to provide routine confirmations except where the Commitment Agreement expressly requires a notice. (Authority: Commitment Agreement Articles I, V, VI, VII, XIII.)

ARTICLE IV — ESCROW DUTIES

4.1 Establish Escrow Accounts (Mandatory Duty)

Upon Borrower’s request and as required by the Commitment Agreement, the Collateral Agent shall establish, maintain, and control: (a) Two Deposit Escrow Accounts, one designated for each Tranche; and
(b) Two Funding Escrow Accounts, one designated for each Tranche,
each as segregated attorney trust accounts compliant with applicable law, with no commingling.
The Tranche A Deposit Escrow Account and Tranche A Funding Escrow Account are to be terminated upon successful Closing. (Authority: Commitment Agreement Article V.)

4.2 Custody of Escrowed Funds; Custodial Holding Only (Mandatory Duty)

The Collateral Agent shall hold escrowed funds in a custodial capacity only and shall not invest, sweep, pledge, commingle, or otherwise encumber escrowed funds, except to the extent expressly permitted for the Collateral Reserve Escrow. (Authority: Commitment Agreement Articles I, V; Article IV for Collateral Reserve Escrow.)

4.3 Records Necessary to Administer Agreement (Mandatory Duty)

The Collateral Agent shall maintain records sufficient to administer escrow mechanics required by the Commitment Agreement, relying on authoritative depository institution records as controlling for postings, balances, and transaction history. Nothing herein creates a bookkeeping or lender accounting duty beyond what the Commitment Agreement expressly requires. (Authority: Commitment Agreement Article V.)

4.4 Automated Alerts; Statements; Authoritative Record (Mandatory Duty)

Upon Borrower’s request, the Collateral Agent shall establish and maintain escrow accounts in a manner intended to enable automated account activity alerts and regular statements deliverable electronically, and shall treat depository institution statements/records as the authoritative record for escrow activity.
(Authority: Commitment Agreement Article V.)

4.5 Wire Finality Treatment (Mandatory Duty)

The Collateral Agent shall treat domestic wire transfers as final upon posting/credit to the applicable escrow account, without any requirement for separate clearance confirmations beyond such posting.
(Authority: Commitment Agreement Article V.)

4.6 Custody of Conditionally Executed Instruments (Mandatory Duty)

The Collateral Agent shall hold conditionally executed Loan Documents in escrow and shall release and/or record them only in strict accordance with the conditions and sequencing stated in the Commitment Agreement.
(Authority: Commitment Agreement Article III; Article VII.)

4.7 Collateral Reserve Escrow (Mandatory Duty)

Upon Borrower’s written request and at the time required by the Commitment Agreement, the Collateral Agent shall establish, hold, and administer the Collateral Reserve Escrow as an interest-bearing, non-attorney trust account, shall apply funds therefrom under default conditions only as permitted by the Commitment Agreement, and shall return remaining funds to Borrower upon successful release of Stage 6 Funds within the timeframe required by the Commitment Agreement. (Authority: Commitment Agreement Article IV.)

ARTICLE V — FUNDING CALL ISSUANCE DUTIES (MINISTERIAL), TIED TO COMMITMENT AGREEMENT

5.1 Preconditions to Any Funding Call (Mandatory Duty Upon Proper Notice)

The Collateral Agent shall issue deposit funding instructions and stage funding instructions only upon receipt of Borrower’s written request and other prerequisites expressly required by the Commitment Agreement. (Authority: Commitment Agreement Article VI.)

5.2 Deposit Funding Call — Issuance (Mandatory Duty Upon Proper Notice)

Upon proper Borrower request, the Collateral Agent shall issue tranche-specific deposit funding instructions in the manner and timing required by the Commitment Agreement. (Authority: Commitment Agreement Article VI; Article IV.)

5.3 Stage 1 Funding Call — Issuance (Mandatory Duty Upon Proper Notice)

Upon proper Borrower request and satisfaction of express stage-specific prerequisites for Stage 1 funding call, the Collateral Agent shall issue Stage 1 wiring instructions to Borrower and all Tranche A Lenders strictly in accordance with the then-operative Rider.
(Authority: Commitment Agreement Article VII (Stage 1 funding call); Article IX (Rider).)

5.4 Stage 3–9 Funding Calls — Issuance (Mandatory Duty Upon Proper Borrower Notice)

Upon proper Borrower request and satisfaction of express stage-specific prerequisites for Stages 3–9, the Collateral Agent shall issue wiring instructions to Borrower and all Tranche B Lenders consistent with the Rider and the Commitment Agreement timelines.
(Authority: Commitment Agreement Article VII (Stage triggers); Article VI (funding instructions); Article IX (Rider).)

5.5 Direct Draw Elections (Mandatory Duty when Applicable)

To the extent direct draw elections are implemented under the Commitment Agreement, the Collateral Agent shall administer such elections only as expressly stated and only within the caps and limits provided therein. (Authority: Commitment Agreement Article VI.)

5.6 No Monitoring of Funding Timing; No Routine Confirmations (Disclaimer Incorporated)

The Collateral Agent has no duty to monitor timing of incoming wires or to deliver routine confirmations of receipt, except where the Commitment Agreement expressly requires Collateral Agent notice (including Confirmed Default Notice and closing/recording steps).
(Authority: Commitment Agreement Article V; Article VI.)

ARTICLE VI — RETRY, LENDER DEFAULT, FORFEITURE, AND RELATED NOTICES, TIED TO COMMITMENT AGREEMENT

6.1 Retry Actions (Conditional Duty Upon Borrower Request)

Upon Borrower’s written retry request delivered as required under the Commitment Agreement, the Collateral Agent shall perform the ministerial retry actions (manual re-issuance or direct draw re-attempt) using Validation based solely on authoritative escrow records.
(Authority: Commitment Agreement Article VI.)

6.2 Retry Cost Allocation and Set-Off Reliance (Conditional Duty / Disclaimer)

The Collateral Agent shall apply retry cost handling and Borrower set-off mechanics strictly as stated in the Commitment Agreement, shall not bill Lenders directly where the Commitment Agreement disallows it, and may rely conclusively on Borrower’s written set-off instruction and documentation where permitted.
(Authority: Commitment Agreement Article VI.)

6.3 Lender Default Validation and Notice (Conditional Duty)

Within the required timeframe after receiving a written Lender Default notice from Borrower, the Collateral Agent shall perform Validation based solely on authoritative escrow records to determine receipt/non-receipt by the Funding Deadline and shall issue required default notices to Borrower and all Lenders.
(Authority: Commitment Agreement Article VI.)

6.4 Deposit Forfeiture Transfer (Conditional Duty)

Upon confirmation of a valid Lender Default requiring forfeiture, the Collateral Agent shall transfer forfeited Deposit Principal (and accrued Deposit Interest thereon, if applicable) from the Deposit Escrow Account to a Borrower-designated account within the timeframe required by the Commitment Agreement.
(Authority: Commitment Agreement Article IV; Article VI.)

6.5 Defaulting Lender Document Nullification (Administrative Effect Notice Only)

Where the Commitment Agreement imposes administrative nullification or survival limits with respect to a defaulting lender, the Collateral Agent shall implement only those administrative effects expressly required. (Authority: Commitment Agreement Article VI; Article IX for Rider administration.)

6.6 Replacement Lenders and Replacement Incentives — Administrative Processing (Conditional Duty)

Where replacement lenders are admitted and a Borrower-authorized replacement incentive is reflected, the Collateral Agent shall validate and circulate Borrower-prepared Rider updates as required, without proposing or negotiating economic terms.
(Authority: Commitment Agreement Article IX; Article XV.)

ARTICLE VII — RELEASE DUTIES

7.1 General Release Preconditions (Mandatory Duty)

The Collateral Agent shall release funds only upon Administrative Review under the Commitment Agreement that: (a) applicable stage funding is present in escrow (subject to partial-funding rules, if applicable); and (b) Borrower delivers the evidence required for the applicable stage release condition, sufficient for Administrative Review as defined in the Commitment Agreement; and
(c) Borrower has delivered a written release request identifying the stage.
(Authority: Commitment Agreement Article II; Article VII.)

7.2 Stage 1 Release — Mandatory Waterfall Execution (Mandatory Duty)

At the Stage 1 Release Event, the Collateral Agent shall disburse Stage 1 funds only in the mandatory waterfall order and only for permitted purposes, including payoff of liens, satisfaction of purchase price, authorized closing costs, and disbursement of any remainder to Borrower.
(Authority: Commitment Agreement Article VII.)

7.3 Stage 2–9 Releases — General Mechanics (Mandatory Duty)

For each of Stages 2 through 9, upon satisfaction of the release prerequisites, the Collateral Agent shall release the applicable stage funds in full to Borrower’s designated account.
(Authority: Commitment Agreement Article VII.)

7.3 Partial Funding Threshold and Mandatory Freeze (Mandatory Duty When Invoked)

If a stage is released under the partial funding threshold rules, the Collateral Agent shall implement the release only as permitted and shall enforce the mandatory freeze of future stages until restoration occurs.
(Authority: Commitment Agreement Article VII.)

7.4 Independent Inspector Engagement; Stage Progress Inspection Reports (Mandatory Duty when invoked)

Where the Commitment Agreement provides for an Independent Inspector and Stage Progress Inspection Reports, the Collateral Agent shall, upon Borrower’s written request and Borrower’s written authorization at disclosed cost, engage the Independent Inspector and may rely on the resulting Stage Progress Inspection Report for Administrative Review and stage-release administration to the extent provided in the Commitment Agreement. (Authority: Commitment Agreement Article VII; Article I.)

ARTICLE VIII — ACQUISITION CLOSING, RECORDATION, AND TITLE INSURANCE

8.1 Closing Readiness Determination (Closing Attorney Capacity) (Mandatory Duty at Stage 1)

Where the Collateral Agent is also serving as closing and recording attorney, the Collateral Agent shall make the internal professional Closing Readiness Determination required for the Stage 1 Release Conditions, limited strictly as stated in the Commitment Agreement.
(Authority: Commitment Agreement Article VII.)

8.2 Integrated Closing Sequencing (Mandatory Duty)

The Collateral Agent shall coordinate the integrated closing sequence, including deed recordation and Tranche A Mortgage recordation, strictly as required by the Commitment Agreement. (Authority: Commitment Agreement Article VII; Article II definition of Closing.)

8.3 Tranche B Mortgage Recordation at Stage 3 (Mandatory Duty when Applicable)

If and to the extent the Commitment Agreement requires recordation of the Tranche B Mortgage in connection with Stage 3, the Collateral Agent shall coordinate such recordation as required. (Authority: Commitment Agreement Article VII.)

8.4 Seller Document Escrowed Delivery (Mandatory Duty)

Seller-side documents executed in advance and held in escrow shall be released/delivered at Closing only as permitted, in recordable form.
(Authority: Commitment Agreement Article VII; Article III.)

8.5 Title Insurance Coordination (Mandatory Duty)

The Collateral Agent shall coordinate lender-only title insurance ordering as required, without creating any monitoring duty beyond such coordination.
(Authority: Commitment Agreement Article XVI.)

ARTICLE IX — DEFAULT ASSERTION VALIDATION; CONFIRMED DEFAULT NOTICE; INTEREST CESSATION

9.1 Lender-Initiated Only (Condition Precedent to Any Default Action)

Default validation duties arise only upon a lender-initiated default assertion delivered in accordance with the Commitment Agreement. The Collateral Agent has no monitoring duty. (Authority: Commitment Agreement Article XIII.)

9.2 Default Validation — Record/Deadline Based Only (Conditional Duty;)

Upon receipt of a Default Assertion Notice, the Collateral Agent shall validate whether an Event of Default exists strictly on the basis of submission records, applicable deadlines, and the presence (or absence) of the specific evidence types designated by the Commitment Agreement for the asserted stage or asserted default category, without investigative discretion.

Where a Stage Progress Inspection Report is the designated evidence for a stage condition, the Collateral Agent shall treat such report as conclusive for default validation purposes as stated in the Commitment Agreement, and no inquiry into the substance of such report shall be required or permitted for deadline-based Events of Default. (Authority: Commitment Agreement Article XII; Article XIII.)

9.3 Confirmed Default Notice (Conditional Duty)

If a default is confirmed, the Collateral Agent shall promptly deliver the Confirmed Default Notice to Borrower and all Lenders.
(Authority: Commitment Agreement Article XIII.)

9.4 Interest Cessation Fixing (Conditional Duty)

Upon issuance of a Confirmed Default Notice, the Collateral Agent shall treat interest as ceased and fixed as required.
(Authority: Commitment Agreement Article XIII.)

9.5 Return of Unreleased Funds Upon Confirmed Default (Conditional Duty)

Upon issuance of a Confirmed Default Notice, the Collateral Agent shall return unreleased Deposit Principal and unreleased Stage Funds Principal held in escrow to non-defaulting Lenders within the timeframe required, without deduction and without interest.
(Authority: Commitment Agreement Article XIII.)

ARTICLE X — ENFORCEMENT DUTIES

10.1 Enforcement Election Processing (Conditional Duty)

Within the election period, the Collateral Agent shall receive written election instructions from Requisite Lenders and shall treat such election as controlling.
(Authority: Commitment Agreement Article XIII; Article II (Requisite Lenders definition).)

10.2 Duty to Act Upon Election (Mandatory Once Elected)

Upon receipt of a valid election, the Collateral Agent shall commence the elected enforcement path, subject only to impossibility or illegality.
(Authority: Commitment Agreement Article XIII.)

10.3 Statutory Foreclosure Path (Conditional Duty)

If statutory foreclosure is elected, the Collateral Agent shall conduct foreclosure under the statutory power of sale, strictly as instructed and consistent with Loan Documents.
(Authority: Commitment Agreement Article XIV.)

10.4 Agent-Directed Market Sale Path (Conditional Duty)

If agent-directed market sale is elected, the Collateral Agent shall implement the market sale remedy, including deed-in-lieu recordation if applicable, solely for liquidation and distribution.
(Authority: Commitment Agreement Article XIV.)

10.5 Pricing Proposal and Controls (Conditional Duty)

The Collateral Agent shall implement the pricing workflow, including appraiser/broker engagements, proposed listing price computation, lender approval, failure-to-approve fallback, and subsequent price/offer controls, exactly as stated.
(Authority: Commitment Agreement Article XIV.)

10.6 Proceeds Application and Surplus (Mandatory Duty Upon Receipt)

Upon receipt of enforcement or sale proceeds, the Collateral Agent shall apply proceeds strictly in the mandated order and remit any surplus to Borrower.
(Authority: Commitment Agreement Article XIV.)

ARTICLE XI — REPAYMENT ADMINISTRATION

11.1 Establish Repayment Distribution Account (Mandatory Duty)

Upon Borrower’s Repayment Initiation Notice, the Collateral Agent shall establish the Repayment Distribution Account.
(Authority: Commitment Agreement Article XI.)

11.2 Exclusive Use and Persistence (Mandatory Duty)

From and after establishment, repayments shall flow through the Repayment Distribution Account and remain in use until obligations are paid in full.
(Authority: Commitment Agreement Article XI.)

11.3 Tranche-Designated Repayments (Mandatory Duty)

The Collateral Agent shall apply repayments strictly as designated by Borrower and subject to tranche priority and payoff rules stated in the Commitment Agreement. (Authority: Commitment Agreement Article XI.)

11.4 Sale/Disposition Proceeds (Mandatory Duty)

Upon sale/disposition, proceeds shall be applied through the Repayment Distribution Account consistent with the Commitment Agreement.
(Authority: Commitment Agreement Article XI.)

11.5 Lien Releases Upon Payoff (Mandatory Duty)

Upon payoff, the Collateral Agent shall coordinate lien releases and any required recording steps as required by the Commitment Agreement. (Authority: Commitment Agreement Article XI; Article XIV.)

ARTICLE XII — RIDER VALIDATION AND CIRCULATION DUTIES

12.1 Validate and Circulate Borrower-Prepared Rider Updates (Mandatory Duty Upon Submission)

The Collateral Agent shall validate and circulate Borrower-prepared Rider updates strictly as permitted, and shall not draft, infer, propose, or negotiate Rider terms. Validation is limited to mechanical consistency with the Commitment Agreement. (Authority: Commitment Agreement Article IX.)

12.2 Prohibited Updates; Borrower Consent Requirement (Negative Covenant)

The Collateral Agent shall reject or refuse to circulate any Rider update that is prohibited absent Borrower consent (or otherwise violates the Commitment Agreement).
(Authority: Commitment Agreement Article IX; Article XVII.)

ARTICLE XIII — COMPENSATION; COST SOURCING; NO NETTING WITHOUT AUTHORITY

13.1 Duty Classification

Duties are classified as: (a) Mandatory escrow/closing/release/repayment duties; and
(b) Conditional retry/default/enforcement duties.
(Authority: Commitment Agreement Article I; Articles IV–VII; Articles XI–XIV.)

13.2 No Netting From Escrowed Funds Absent Express Authority

The Collateral Agent shall not deduct fees from escrowed funds unless expressly authorized by the Commitment Agreement.
(Authority: Commitment Agreement Article I; Article V.)

13.3 Default-Related Costs Paid from Collateral Reserve Escrow

Where default-related costs are to be paid from the Collateral Reserve Escrow, the Collateral Agent shall source such costs accordingly. (Authority: Commitment Agreement Article IV; Article XIV.)

ARTICLE XIV — BREACH; REMEDIES; LIMITATIONS

14.1 Breach Standard

The Collateral Agent’s duties under this Agreement are limited to those mandatory duties and conditional duties expressly imposed upon the Collateral Agent by the Loan Commitment and Escrow Agreement. The Collateral Agent shall be deemed in breach of this Agreement if: (a) the Collateral Agent fails to perform any mandatory duty expressly required of it under the Loan Commitment and Escrow Agreement; or (b) the Collateral Agent fails to perform any conditional duty expressly required of it under the Loan Commitment and Escrow Agreement when and if the applicable triggering conditions for such duty have been satisfied, except to the extent that such failure results from the objective impossibility or illegality of performance under applicable law.

14.2 No Liability for Non-Duties

The Collateral Agent shall not be liable for failure to perform actions not expressly required by the Commitment Agreement or not properly triggered. (Authority: Commitment Agreement Articles I, II.)

14.3 Remedies Limited

No remedy, instruction, or cure demand may expand Borrower’s personal exposure beyond the strict non-recourse structure, or modify proceeds application, absent Borrower consent where required.
(Authority: Commitment Agreement Article XVII.)

ARTICLE XV — LIABILITY LIMITATIONS

15.1 Ministerial Capacity Limitation

Because the Collateral Agent acts in a non-fiduciary, largely ministerial capacity, the Collateral Agent’s liability is limited to direct damages arising from willful misconduct or gross negligence in performance of mapped duties, except where otherwise mandated by law.
(Authority: Commitment Agreement Article XVI.)

15.2 No Monitoring Liability

The Collateral Agent has no liability for failure to monitor deadlines, funding status, or project progress outside the express duties triggered by written requests/notices.
(Authority: Commitment Agreement Article VI; Article VIII; Article XIII; Article XVI.)

ARTICLE XVI — TERM; TERMINATION; FINALIZATION

16.1 Term

This Agreement is effective upon execution and continues until the Collateral Agent has completed all finalization steps required under the Commitment Agreement.
(Authority: Commitment Agreement Articles IV, V, XI.)

16.2 Termination of Accounts; Final Notices

Upon payment in full and completion of required releases and recordations, the Collateral Agent shall close escrow and repayment accounts and provide termination confirmation to Borrower and all Lenders.
(Authority: Commitment Agreement Article XI; Article V; Article XVIII.)

ARTICLE XVII — RESIGNATION; REPLACEMENT; CONTINUITY

17.1 Resignation

The Collateral Agent may resign only upon written notice to Borrower and all Lenders and only upon orderly transition of records and responsibilities to a successor agent appointed under the Loan Documents.
(Authority: Commitment Agreement Article I.)

17.2 Replacement

Replacement of the Collateral Agent must comply with the Loan Documents’ inter-lender governance and Borrower protections, and shall not expand Borrower obligations or alter non-recourse protections without Borrower’s prior written consent where required.
(Authority: Commitment Agreement Article I.)

ARTICLE XVIII — MISCELLANEOUS

18.1 Notices; Electronic Delivery

All notices may be delivered by electronic mail as contemplated by the Commitment Agreement.
(Authority: Commitment Agreement Article V.)

18.2 Governing Law; Venue

Massachusetts law governs; venue as provided in the Commitment Agreement.
(Authority: Commitment Agreement Article XVIII.)

18.3 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature.
(Authority: Commitment Agreement Article XVIII)

18.4 Controlling Documents; No Independent Authority

This Agreement is entered into solely for defining and limiting ministerial duties. In the event of conflict, the Commitment Agreement controls. Nothing herein creates independent discretion or authority beyond that permitted by the Commitment Agreement.
(Authority: Commitment Agreement Article I.)

18.5 Non-Duty Clarification: Lender-Initiated Actions Outside Contract Scope

Except to the extent the Commitment Agreement expressly imposes a duty on the Collateral Agent upon an express trigger, lender-initiated actions outside contract scope do not create Collateral Agent duties under this Agreement. (Authority: Commitment Agreement Article VIII; Article XVII.)