LOAN COMMITMENT AND ESCROW AGREEMENT

ARTICLE I — PREAMBLE; TRANSACTION OVERVIEW; COLLATERAL AGENT

1.1 Purpose
1.2 No Equity; No Partnership; No Joint Venture
1.3 Two-Tranche, Two-Mortgage Structure; Priority Framework
1.4 Appointment of Collateral Agent
1.5 Source and Scope of Authority
1.6 Ministerial, Administrative, and Professional Capacity Standard
1.7 Escrow and Custodial Functions
1.8 Administrative Review
1.9 Reliance
1.10 No Duty to Monitor or Initiate Action
1.11 No Discretion to Alter Mechanics; No Re-Ordering
1.12 Enforcement Role
1.13 Agent Compensation
1.14 Replacement or Resignation of Collateral Agent

ARTICLE II — DEFINITIONS; INTERPRETATION

2.1 Defined Terms
2.2 Interpretation; No Implied Monitoring or Supervisory Duties

ARTICLE III — CONDITIONAL EXECUTION; CONDITIONAL EFFECTIVENESS; NO PRE-CLOSING INDEBTEDNESS

3.1 Conditional Execution of Downstream Instruments
3.2 No Indebtedness; No Lien Prior to Acquisition Closing
3.3 Escrow Custody of Instruments

ARTICLE IV — LOAN COMMITMENTS; PRE-DEPLOYMENT STAGES; DEPOSIT MECHANICS

4.1 Commitment; Binding Effect; Counterparts
4.2 Pre-Deployment Stage
4.3 Deposit Principal Requirement; Separate Escrow
4.4 Deposit Interest; Accrual; Fixation
4.5 Deposit Forfeiture Upon Lender Default
4.6 Pre-Deployment Stage Unwind
4.7 Collateral Reserve Escrow
4.8 Pre-Deployment Stage Unwind Administration; Agent Costs
4.9 Tranche Allocation; Mortgage Attachment; Lien Priority
4.10 Negative Encumbrance Covenant

ARTICLE V — ESCROW ACCOUNTS; SEGREGATION; CUSTODY

5.1 Establishment of Deposit and Funding Escrow Accounts; Records 5.2 Custodial Holding Only; No Investment; No Encumbrance
5.3 Automated Account Alerts; Statements; Electronic Delivery; No Separate Confirmation Duty

ARTICLE VI — FUNDING CALLS; FUNDING INSTRUCTIONS; RETRY MECHANICS; LENDER DEFAULT

6.1 Borrower-Managed Lender Onboarding Procedure
6.2 Deposit Funding Call Generally
6.3 Stage Funding Call Generally
6.4 Direct Draw Authorization
6.5 Proof of Wire; Receipt; Automated Visibility
6.6 Funding Deadline (21 Business Days)
6.7 Retry Procedure
6.8 Lender Default; Validation; Notice
6.9 Consequences of Lender Default; Deposit Forfeiture; Survival of Released Principal

ARTICLE VII — STAGED FUNDING AND RELEASE STRUCTURE

7.0 Maximum Principal Amount; Deposit and Stage Principal Amount
7.1 Engagement of Independent Inspector Tranche A
7.2 Tranche A Funding and Release
7.2.1 Stage 1 Funding Conditions
7.2.2 Stage 1 Funding Deadlines
7.2.3 Stage 1 Release Conditions
7.2.4 Stage 1 Release Event; Integrated Closing; Sequencing
7.2.5 Designated Stage 1 Funds Disbursement Path
7.2.6 Stage 1 Failure Conditions; Unwind
7.2.7 Stage 2 Release
7.2.8 Tranche A Deposit Principal Interest Transition Tranche B
7.3 Stage 3 Funding and Release; Tranche B Mortgage Recordation
7.3.1 Stage 3 Funding Call Trigger
7.3.2 Stage 3 Release Conditions
7.3.3 Stage 3 Release and Tranche B Mortgage Recordation
7.4 Stage 4–9 Funding and Release
7.4.1 Stage 4–9 Release Standard Generally
7.4.2 Stage 4 — Funding and Release
7.4.3 Stage 5 — Funding and Release
7.4.4 Stage 6 — Funding and Release
7.4.5 Stage 7 — Funding and Release
7.4.6 Stage 8 — Funding and Release
7.4.7 Stage 9 — Funding and Release
7.5 Partial Stage Funding Threshold; Mandatory Freeze
7.6 Events of Default and Consequences (Stages 2–9)
7.7 Release Evidence Generally; Borrower Release Request
7.8 Reliance
7.9 Voluntary Early Funding Election; Dedicated Early Funding Escrow; Separate Interest Treatment

ARTICLE VIII — INTER-LENDER GOVERNANCE; COLLECTIVE ACTION

8.1 Ratable Treatment Within Tranche; No Preferential Action
8.2 Lender-Initiated Actions Outside Contract Scope
8.8 Inter-Lender Disputes; Borrower Isolation

ARTICLE IX — LOAN SCHEDULE RIDER; BORROWER DUTIES; BORROWER-INITIATED UNWIND

9.0 Limited Purpose and Borrower-Directed Updates of Loan Schedule Rider
9.1 Rider Defined and Purpose
9.2 Incorporation and Priority
9.3 Borrower-Prepared Rider Updates; Agent Validation Only
9.4 Prohibited Updates; Borrower Consent Requirement
9.5 Notice and Reliance
9.6 Borrower Duty to Update (Periodic Progress Reporting)
9.7 Project Unwind Through Majority Consent

ARTICLE X — INTEREST; ECONOMIC COMPONENTS; NO PERIODIC PAYMENTS

10.1 No Periodic Payments
10.2 Released Principal Interest (12%); Weekly; Simple Interest Only
10.3 Deposit Interest (12%); Fixation
10.4 Success Interest Premium

ARTICLE XI — REPAYMENT FRAMEWORK; REPAYMENT ESCROW; STAGE DESIGNATION

11.1 Repayment Distribution Account; Initiation; Persistence
11.2 Exclusive Use of Repayment Distribution Account
11.3 Repayment Designation; Stage-Specific Payoff Rule; Tranche Priority
11.4 Sale and Disposition Proceeds

ARTICLE XII — EVENTS OF DEFAULT

12.1 Enumerated Defaults Only
12.2 Event of Default (Stage-Specific)
12.3 Maturity Non-Payment
12.4 Borrower-Initiated Unwind
12.5 Borrower Incapacity
12.6 No Other Defaults
12.7 Extension of Project-Level Default Deadlines by Unanimous Lender Consent

ARTICLE XIII — DEFAULT CONFIRMATION; ENFORCEMENT ELECTION; INTEREST CESSATION

13.1 Confirmation of Event of Default
13.2 Default Validation
13.3 Election of Enforcement Path; Requisite Lenders; Timing
13.4 Agent Duty to Act Upon Election
13.5 No Personal Recourse; Property-Only Recovery
13.6 Suspension of Interest Accrual Upon Confirmed Default
13.7 Return of Deposit and Funds Upon Confirmed Default

ARTICLE XIV — ENFORCEMENT PATHS; PROCEEDS; SURPLUS TO BORROWER

14.1 Statutory Foreclosure
14.2 Agent-Directed Market Sale
14.3 Listing Price Proposal; Lender Approval; Fallback
14.4 Application of Proceeds
14.5 Preservation of Non-Recourse

ARTICLE XV — JOINDER; ACCESSION; REPLACEMENT LENDERS

15.1 Joinder; Modification; Borrower-Authorized Replacement Incentives
15.2 Rider Updates Upon Joinder

ARTICLE XVI — BUILDER’S RISK INSURANCE; TITLE INSURANCE; ACCESS

16.1 Exposure-Based Builder’s Risk Insurance
16.2 Builder’s Risk Insurance Proceeds
16.3 Lender and Inspector Access to Property
16.4 Title Insurance

ARTICLE XVII — AMENDMENTS; CONSENT LOCK

17.1 No Lender-Only Modification

ARTICLE XVIII — MISCELLANEOUS

18.1 Electronic Execution; Counterparts
18.2 Notices
18.3 Entire Agreement
18.4 Severability
18.5 Governing Law; Venue

ARTICLE I — PREAMBLE; TRANSACTION OVERVIEW; COLLATERAL AGENT

1.1 Purpose;

This Agreement is the operative instrument that (i) binds each Lender to fund a committed amount subject only to the express failure, unwind, and lender-default provisions herein, (ii) establishes and governs escrow accounts and escrow procedures, (iii) governs gated stage funding calls and gated stage releases, (iv) defines conditional effectiveness of downstream instruments prior to Borrower’s acquisition of title, and (v) governs failure modes and unwind mechanics at multiple junctures.

1.2 No Equity; No Partnership; No Joint Venture

Nothing in this Agreement or in any transaction contemplated hereby shall be construed to create any equity interest, partnership, joint venture, profit participation, agency (other than the limited collateral agency and escrow roles expressly set forth herein), or fiduciary relationship among Borrower, the Collateral Agent, or any Lender.

1.3 Two-Tranche, Two-Mortgage Structure; Priority Framework

(a) Tranche A (Senior). Certain commitments under this Agreement are designated as Tranche A commitments. Tranche A is intended to fund the acquisition closing of the Property and the pre-construction phase. The obligations arising from Tranche A commitments (the “Senior Secured Obligations”) shall be secured by a first-priority mortgage granted by Borrower in favor of the Collateral Agent (the “Tranche A Mortgage”).

(b) Tranche B (Junior). Certain commitments under this Agreement are designated as Tranche B commitments. Tranche B is intended to fund post demolition stages as described in Article VII (Stages 2–6). The obligations arising from Tranche B commitments (the “Junior Secured Obligations”) shall be secured by a second-priority mortgage granted by Borrower in favor of the Collateral Agent (the “Tranche B Mortgage”), expressly subordinate to the Tranche A Mortgage.

1.4 Appointment of Collateral Agent

Borrower and the Lenders hereby appoint _________________________________- to act as collateral agent and escrow agent (the “Collateral Agent”) under this Agreement and the other Loan Documents, solely in the capacities, and subject to the authority, duties, sequencing rules, and limitations, expressly set forth herein.

The Collateral Agent accepts such appointment by execution of this Agreement.

1.5 Source and Scope of Authority

The Collateral Agent’s authority is derived exclusively from this Agreement and the other Loan Documents executed in connection herewith.

The Collateral Agent shall have authority to perform only those acts that are expressly required or expressly permitted by the Loan Documents, and no implied, incidental, discretionary, fiduciary, advisory, or supervisory authority is created or shall be inferred.

1.6 Ministerial, Administrative, and Professional Capacity Standard

The Collateral Agent shall act in a ministerial and administrative capacity with respect to escrow administration, funding calls, stage releases, unwind procedures, enforcement mechanics, and engagement and reliance upon Stage Progress Inspection Reports as expressly provided herein. The Collateral Agent shall have no authority to evaluate, interpret, supplement, or substitute its judgment for the express statements contained in any Stage Progress Inspection Report.

In addition, where expressly required by this Agreement, the Collateral Agent shall act in its professional capacity as closing attorney and recording attorney, including making customary legal determinations as to recordability, payoff sufficiency, sequencing of conveyance and lien recording, and consummation of the Acquisition Closing in accordance with applicable law and standard Massachusetts real estate closing practice.

In all events, the Collateral Agent shall not exercise discretionary business judgment, project evaluation judgment, or financial risk assessment, and shall not assume any fiduciary, advisory, monitoring, or supervisory role beyond the express duties set forth in this Agreement.

1.7 Escrow and Custodial Functions

When holding funds or documents in escrow, the Collateral Agent acts as a custodial holder only, the Collateral Agent shall (i) establish and maintain escrow accounts only upon Borrower’s written request where required by this Agreement; and (ii) hold escrowed funds without commingling, investment, pledge, or encumbrance; and (iii) release funds and documents strictly in accordance with the mechanical triggers and sequencing expressly set forth in this Agreement.

Upon release of any funds from escrow pursuant to this Agreement, such released funds shall cease to be escrowed funds, and the Collateral Agent shall have no authority, control, monitoring obligation, or discretion with respect thereto.

1.8 Administrative Review

Where this Agreement requires the Collateral Agent to perform Administrative Review, such review shall be limited to objective, mechanical confirmation of the specific inputs required for the applicable action, which may include, as applicable:

(a) authoritative escrow account records confirming receipt, crediting, and availability of funds; (b) Stage Progress Inspection Reports issued pursuant to this Agreement; (c) borrower-submitted photographic or documentary evidence of official governmental or municipal inspection sign-off where such inspection constitutes the applicable Stage Release Condition; (d) written notices, certifications, or requests delivered by a Party in the form expressly required by this Agreement; and (e) the then-operative Loan Schedule Rider, where validation or circulation is required. (f) confirmation that applicable documentary or mechanical preconditions expressly stated in the Loan Documents have been satisfied on their face.

Administrative Review shall consist solely of confirming that the required inputs exist, correspond to the applicable stage or action, and satisfy the express, objective conditions stated in this Agreement.

Administrative Review shall not include evaluation of construction quality, valuation, workmanship, code compliance, discretionary assessment, or independent investigation, except where Article XIII expressly authorizes limited inquiry for default confirmation.

1.9 Reliance

The Collateral Agent may rely conclusively upon all materials reviewed pursuant to Administrative Review, including authoritative escrow account records, Stage Progress Inspection Reports, Borrower submitted evidence of official inspection sign off card, written notices and requests delivered in the form required by this Agreement, and validated Loan Schedule Rider updates.

Where this Agreement designates a specific form of evidence as determinative for an action or consequence, the Collateral Agent’s reliance upon such evidence shall be mandatory once the objective conditions for Administrative Review have been satisfied.

Failure by the Collateral Agent to effect a Stage Release after confirmation of the objective conditions stated in this Agreement shall constitute a failure to perform a mandatory ministerial duty.

1.10 No Duty to Monitor or Initiate Action

The Collateral Agent shall have no duty to (i) monitor for funding readiness, defaults, failures, or deadlines; (ii) initiate funding calls, releases, unwinds, or enforcement actions; (iii) notify any party of potential non-compliance or risk. All such actions shall occur only upon receipt of written requests or notices from the party or parties authorized under this Agreement.

1.11 No Discretion to Alter Mechanics; No Re-Ordering

The Collateral Agent has no discretion to add, waive, vary, reorder, substitute, reinterpretor, or depart from the express mechanics and sequencing rules set forth in this Agreement, except where expressly authorized by this Agreement.

1.12 Enforcement Role

All enforcement actions with respect to the Loan Documents shall be undertaken solely by the Collateral Agent and only in strict accordance with the enforcement election, sequencing, and proceeds-application provisions expressly set forth in this Agreement. Each Lender irrevocably waives any right to take separate or individual enforcement action.

1.13 Agent Compensation

(a) The Collateral Agent shall provide transparent and itemized breakdown for all duties authorized under this Agreement except those authorized under Article VIII.

(b) Except for such duties authorized and arising pursuant to Article VIII, XIII, and XIV of this Agreement, the cost of all other duties authorized under this Agreement, shall be borne by the Borrower as applicable.

1.14 Replacement or Resignation of Collateral Agent

The Collateral Agent may resign, or be removed and replaced, only with the unanimous written consent of all non-defaulting Lenders and subject to the appointment of a successor collateral agent acceptable to such Lenders.

No resignation or replacement shall be effective if it would alter Borrower’s rights, obligations, remedies, enforcement mechanics, sequencing, or economic exposure without Borrower’s prior written consent.

ARTICLE II — DEFINITIONS; INTERPRETATION

2.1 Defined Terms

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings assigned in the Promissory Note (defined below) or other Loan Documents, as applicable, provided that this Agreement shall control as to escrow, stage funding calls, stage releases, failure events, unwind procedures, and lender-default mechanics.

“Acquisition Closing” or “Closing” means the integrated acquisition closing event occurring within a single closing window during which: (a) Borrower acquires fee simple title to the Property and the deed is delivered for recordation; (b) immediately thereafter, one or more Mortgages designated to become effective at Closing are delivered for recordation in the sequence required by this Agreement; (c) All Tranche A Principal are released and applied strictly in accordance with this Agreement; and (d) all Loan Documents designated as conditionally executed and effective at Closing become effective concurrently.

“Administrative Review” or “Desk Review” means a limited, non-investigative review performed by the Collateral Agent in the ordinary course of administering escrowed construction or redevelopment loans, consisting of: (a) reviewing submitted materials for apparent authenticity, facial completeness, relevance to the stated release condition, and reasonable consistency with the applicable stage milestone; (b) confirming, based solely on authoritative escrow account records, bank confirmations, or comparable objective financial records, that required funds have been received, credited, and are available for release in the applicable escrow account; and (c) confirming that any mechanical or documentary preconditions expressly stated in the Loan Documents as prerequisites to release have been satisfied on their face. Administrative Review does not include, and shall not be construed to impose, any duty or authority to: (i) inspect the Property; (ii) supervise or manage construction; (iii) monitor progress over time; (iv) verify technical, engineering, architectural, or code compliance; (v) investigate the substantive accuracy of third-party certifications or reports; or (vi) guarantee the accuracy, completeness, or sufficiency of any materials submitted. All determinations made in connection with Administrative Review are mechanical and ministerial in nature, based on facial review and objective records only, and shall not involve discretionary business judgment, evaluative conclusions, or risk assessment.

“Business Day” means any day other than Saturday, Sunday, or a day on which banks are authorized or required by law to be closed in New York, New York or Boston, Massachusetts.

“Confirmed Default” means an Event of Default that has been (i) asserted by written enforcement request delivered by one or more non-defaulting Lenders to the Collateral Agent, and (ii) validated and confirmed by the Collateral Agent in writing to Borrower and all Lenders in the form of a Confirmed Default Notice.

“Confirmed Default Notice” means the written notice delivered by the Collateral Agent to Borrower and all Lenders confirming a valid Event of Default and fixing the date on which interest accrual shall cease pursuant to Section 13.6 and the applicable Loan Documents.

“Deposit Escrow Account” means the segregated attorney trust account established and maintained by the Collateral Agent for receipt and custody of Tranche A or Tranche B Deposit Principal.

“Deposit Principal” means the aggregate deposit amount required from committed Tranche A or Tranche B Lenders, equal to ten percent (10%) of the Maximum Principal Amount specific to the applicable Tranche when fully subscribed, and as applied lender-by-lender pursuant to the Loan Schedule Rider.

“Funding Escrow Account” means the segregated attorney trust account established and maintained by the Collateral Agent for receipt and custody of Tranche A or Tranche B Funding Principal.

“Funding Principal” or “Stage Funds” means all stage funding amounts that are not Deposit Principal funded by Lenders into the Tranche specific Funding Escrow Account(s) pursuant to this Agreement that have not yet been released as Released Principal, which does not constitute released secured indebtedness unless and until released in accordance with this Agreement.

“Independent Inspector” means a third-party individual or firm engaged by the Collateral Agent at the Borrower’s written request, having commercially reasonable experience in residential construction progress inspections, and having no financial interest in the Project, the Borrower, or any Lender.

“Inspection Engagement Notice” means a written notice delivered by the Collateral Agent to the Borrower, prior to engaging an Independent Inspector, disclosing the estimated cost of the requested inspection and requesting Borrower authorization to proceed.

“Inspection Authorization” means Borrower’s written authorization to the Collateral Agent to engage an Independent Inspector at the disclosed cost.

“Lender Default” means, with respect to any Lender and any required funding obligation under this Agreement (including Deposit Principal and any stage funding amount), the failure of such Lender to cause the required funds to be received in the applicable escrow account by the Funding Deadline applicable to such obligation, subject only to the retry procedures in Section 6.7.

“Loan Documents” means, collectively: (i) this Loan Commitment and Escrow Agreement; (ii) the Promissory Note; (iii) each Mortgage executed by Borrower in favor of the Collateral Agent pursuant to this Agreement; (iv) the Collateral Agency Agreement; (v) the Loan Schedule Rider.

“Loan Schedule Rider” or “Rider” has the meaning set forth in Article IX.

“Maximum Principal Amount” means 850,000.00, representing the maximum aggregate principal intended to be funded and released pursuant to the stage structure set forth herein.

“Property” means the real property commonly known as 149 South Main Street, Natick, Massachusetts, together with all improvements and appurtenances thereto.

“Principal” means, collectively and without duplication, all principal amounts funded or required to be funded by Lenders pursuant to this Agreement, including: (a) Deposit Principal; and (b) Funding Principal, whether or not such Funding Principal has been released as a Released Principal, in each case without regard to tranche designation, and exclusive of all interest, premiums, fees, or other non-principal amounts.

“Released Principal” means any Principal amount actually released from escrow to or for the benefit of Borrower pursuant to this Agreement, together with all interest that accrues on such Principal from and after the moment of release in accordance with this Agreement and the Promissory Note, until such Principal and accrued interest are paid in full, cease to accrue interest, or are otherwise adjusted pursuant to the Loan Documents.

“Requisite Lenders” means, at any time, either: (a) one or more Lenders that collectively hold not less than seventy percent (70%) of the aggregate outstanding funded obligations (i.e., Released Principals actually released and outstanding) as determined under the Loan Schedule Rider; or
(b) if a single Lender holds not less than seventy percent (70%) of such aggregate outstanding funded obligations, such single Lender acting alone.

For the avoidance of doubt, where a single Lender qualifies under clause (b), references in the Loan Documents to “Requisite Lenders” shall be construed to include such Lender acting alone, and any consent, instruction, or election right allocated to Requisite Lenders may be exercised by such Lender without any additional lender concurrence.

“Majority Lender” means any Lender that commits and funds more than seventy percent (70%) of the Maximum Principal Amount, as determined under the Commitment Agreement and reflected in the Loan Schedule Rider.

“Senior Secured Obligations” means all obligations of Borrower evidenced by or arising under the Promissory Note and this Agreement to the extent designated as Tranche A, including principal, interest, and any other amounts expressly payable thereunder and secured by the Tranche A Mortgage.

“Stage Progress Inspection Report” means a written report issued by an Independent Inspector that expressly states, with respect to a specified Stage Release Condition, whether the inspector observed conditions reasonably evidencing satisfaction of such Stage Release Condition as of the inspection date.

“Junior Secured Obligations” means all obligations of Borrower evidenced by or arising under the Promissory Note and this Agreement to the extent designated as Tranche B, including principal, interest, and any other amounts expressly payable thereunder and secured by the Tranche B Mortgage.

“Tranche” means a designated portion of the financing contemplated by this Agreement, as classified under this Agreement into one or more tranches, each consisting of the Principal allocated to such tranche pursuant to Sections 4.9 and 7.1, together with any Released Principal and associated interest attributable thereto, and secured by the Mortgage applicable to such tranche as provided herein. References to “Tranche A” or “Tranche B” mean, respectively, the tranche designated as such under this Agreement and governed by the provisions applicable to that tranche.

“Tranche A Mortgage” means the first-priority mortgage granted by Borrower in favor of the Collateral Agent securing the Senior Secured Obligations.

“Tranche B Mortgage” means the second-priority mortgage granted by Borrower in favor of the Collateral Agent securing the Junior Secured Obligations, expressly subordinate to the Tranche A Mortgage.

2.2 Interpretation; No Implied Monitoring or Supervisory Duties

This Agreement is intended to be administered through mechanical triggers and limited administrative review. Except as expressly provided in Article XIII (Default Confirmation), no provision shall be interpreted to impose on the Collateral Agent any duty to supervise construction, monitor progress, inspect the Property, evaluate workmanship, verify technical compliance, or exercise discretionary business judgment.

Any reference in this Agreement to “review,” “verify,” “confirm,” “evidence,” “completion,” “issuance,” or similar terms, when used in connection with funding calls or Stage Funds releases, shall be construed to require Administrative Review only, and not investigation or inspection, except as expressly authorized under Article XIII.

ARTICLE III — CONDITIONAL EXECUTION; CONDITIONAL EFFECTIVENESS; NO PRE-CLOSING INDEBTEDNESS

3.1 Conditional Execution of Downstream Instruments

Borrower may execute, and Lenders may require execution of, certain downstream instruments prior to Acquisition Closing, including the Promissory Note, the Tranche A Mortgage, and the Tranche B Mortgage; provided, however, that all such instruments shall be executed conditionally, held in escrow by the Collateral Agent, and shall not become effective unless and until Acquisition Closing occurs in accordance with this Agreement.

3.2 No Indebtedness; No Lien Prior to Acquisition Closing

Prior to Acquisition Closing, (a) Borrower shall not be deemed to have incurred any indebtedness to any Lender, except for obligations expressly arising under this Agreement relating to Commitments, Deposits, escrow custody, and Unwind, and (b) no mortgage, lien, security interest, or other encumbrance in favor of any Lender shall attach to the Property or any other asset of Borrower.

3.3 Escrow Custody of Instruments

The Collateral Agent shall hold all conditionally executed Loan Documents in escrow and shall release and/or record them only in strict accordance with the conditions and sequencing set forth herein.

ARTICLE IV — LOAN COMMITMENTS; PRE-DEPLOYMENT STAGES; DEPOSIT MECHANICS

4.1 Commitment; Binding Effect; Counterparts

Each Lender’s execution of this Agreement constitutes a binding commitment to fund such Lender’s committed principal amount, subject only to the express conditions and failure mechanics set forth herein. Tranche B commitments may be accepted and become effective either prior to or after Acquisition Closing, in each case subject to this Agreement. This Agreement may be executed in counterparts.

Committed Principal amount shall be stated in such Lender’s executed signature block to this Agreement, designated as Tranche A or Tranche B, and relected in the Loan Schedule Rider as updated from time to time in accordance with this Agreement.

Each Lender shall deliver copies of all executed lender Loan Documents required for such Lender’s commitment to become effective to both the Borrower and the Collateral Agent. Delivery to Borrower shall not, by itself, constitute delivery to the Collateral Agent, and vice versa.

The Collateral Agent shall have no duty to solicit, track, acknowledge, confirm, or monitor the execution or delivery of any lender-side documents.

4.2 Pre-Deployment Stage

For purposes of this Agreement, a “Pre-Deployment Stage” means the period of time between the receipt of first Tranche A Deposit Principal and the Borrower initiated Closing request. During Pre-Deployment Stage, (i) no indebtedness of Borrower exists with respect to any Tranche, (ii) no lien securing any Tranche is effective.

4.3 Deposit Principal Requirement; Separate Escrow

Within the timeframes and pursuant to the procedures set forth in Article VI, each committed Lender shall fund Deposit Principal equal to ten percent (10%) of its committed amount to either the Tranche A Deposit Escrow Account, and/or the Tranche B Deposit Escrow Account, as applicable, each administered by the Collateral Agent strictly in accordance with this Agreement.

4.4 Deposit Interest; Accrual; Fixation;

(a) Accrual.
Deposit Principal accrues interest at twelve percent (12.00%) per annum, simple interest only, accruing weekly, from the date such deposit is funded into escrow until the date such deposit is released, returned, forfeited, or otherwise disposed of in accordance with this Agreement. All interest on unreleased Deposit Principal shall cease to accrue upon such disposition and shall be fixed as a stated amount recorded as part of Borrower’s indebtedness. Deposit Principal, when released, shall thereafter accrue interest at the Released Principal interest rate.

(c) Tranche-Specific Application.
Unless a project unwind or forfeiture event applies: (i) For Tranche A, Deposit Principal shall be released and accrued deposit interest fixed at the Stage 1 Release Event.
(ii) For Tranche B, Deposit Principal shall be released and accrued deposit interest fixed at the Stage 6 Release Event.

4.5 Deposit Forfeiture Upon Lender Default

If a committed Lender defaults in its obligation to fund Deposit Principal, or any Stage Funding Principal within the applicable deadline, such Lender shall be deemed a “Defaulting Lender.” Subject to provisions under section 6.6 through 6.9 of this Agreement, Deposit Principal previously funded by such Defaulting Lender, together with any interest accrued thereon to the date of forfeiture, shall be forfeited for the benefit of Borrower and shall be transferred from the Deposit Escrow Account to a Borrower-designated account within three (3) Business Days after the Collateral Agent confirms in writing that a valid Lender Default has occurred and that forfeiture is required under this Agreement.

4.6 Pre-Deployment Stage Unwind

(a) During the Pre-Deployment Stage, the Borrower shall reserve the unilateral right to terminate the project at any time by submitting to the Collateral Agent explicit written unwind request. (b) Upon receiving written unwind request from the Borrower for the Pre-Deployment Stage, the Collateral Agent shall within three (3) business days of receiving such request: (i) deliver written notice confirming the occurrence of Borrower initiated Pre-Deployment Stage Unwind to all non-defaulting Lenders, indicating that the Note and Mortgage shall never become effective and shall be void ab initio and all commitments for affected tranche(s) shall terminate. (ii) cause all unreleased Principal attributable to the affected tranche to be returned to non-defaulting Lenders without deduction and without interest, Deposit Interest accrued on non-defaulting Lenders’ Deposit Principal up to the unwind determination date shall be handled as set forth in Section 4.7,

4.7 Collateral Reserve Escrow

(a) Establishment. Upon Borrower’s written request after receipt of all Tranche A Deposit Principal and before issuance of the Stage 1 funding call, the Collateral Agent shall establish a single segregated escrow account (the “Collateral Reserve Escrow”). The Collateral Reserve Escrow shall be a non-attorney trust account capable of earning interest.

(b) Borrower Funding. Borrower shall fund the Collateral Reserve Escrow in the fixed amount of Twenty-five Thousand Dollars (25,000.00). No additional amounts shall be required to be funded into the Collateral Reserve Escrow.

(c) Permitted Uses Under Default. In the event of any default condition under this Agreement, whether occurring prior to deployment of Stage 1 funds or thereafter, amounts held in the Collateral Reserve Escrow may be applied, without limitation, to: (i) all fees, costs, and expenses of the Collateral Agent arising under any default, unwind, or enforcement condition; (ii) payment of any Deposit Interest accrued but not yet fixed as indebtedness at the time of default; and (iii) any other costs expressly payable by Borrower under the Loan Documents in connection with default conditions.

(d) Supplemental Collateral. Amounts held in the Collateral Reserve Escrow constitute supplemental collateral in addition to the Property. To the extent such amounts are applied under default conditions, application shall follow the same priority order applicable to the related lien enforcement, without creating any separate or super-priority claim.

(e) Interest Earnings. All interest earned on amounts held in the Collateral Reserve Escrow shall remain in the account and may be applied for the purposes described in subsection (c) and (d). Such interest shall not be distributed to Lenders and shall not constitute interest on any loan obligation.

(f) Termination; Return to Borrower. Upon release of Stage 6 Funding Principal, all remaining amounts in the Collateral Reserve Escrow, including principal and earned interest, shall be returned to Borrower within three (3) Business Days following said release, and the Collateral Reserve Escrow shall be terminated.

(g) No Independent Rights. No Lender shall have any independent right to direct, attach, or control the Collateral Reserve Escrow, except through the Collateral Agent acting in accordance with this Agreement.

4.8 Pre-Deployment Stage Unwind Administration; Agent Costs

In the event of a Pre-Deployment Stage unwind pursuant to Section 4.6 occurs, all fees, costs, and expenses incurred by the Collateral Agent in connection with administration of such unwind shall be paid first from the Collateral Reserve Escrow in accordance with Section 4.7.

4.9 Tranche Allocation; Mortgage Attachment; Lien Priority

(a) Purpose and Structure

This Section establishes the allocation of released principal and related interest between Tranche A and Tranche B solely for purposes of determining the scope, attachment, and priority of the mortgages securing the single indebtedness evidenced by the Promissory Note.

The allocation described herein does not create separate loans, separate notes, or separate obligations. Rather, it identifies how portions of a single unitary indebtedness are secured by separate mortgages with different lien priorities.

(b) Allocation of Released Principal

All principal amounts released from escrow to or for the benefit of Borrower shall be allocated to a tranche at the time of release as follows:

(i) All Funding Principal released at the Stage 1 Release Event, and any Tranche A Deposit Principal released at Stage 2, shall be allocated to Tranche A (Senior). (ii) All Funding Principal released at Stages 3 through 9, including any Tranche B Deposit Principal released at Stage 9, shall be allocated to Tranche B (Junior).

(c) Allocation of Interest

(i) Released-Funds Interest. Interest accruing on released principal shall be allocated to the same tranche as the principal on which such interest accrues.

(ii) Deposit Interest. Any Deposit Interest that becomes fixed as indebtedness shall be allocated to the tranche to which the related Deposit Principal was allocated upon release.

(d) Timing and Preconditions of Allocation

Tranche allocation occurs only upon: (i) the actual release of principal from escrow, or (ii) the fixation of Deposit Interest as indebtedness.

No unreleased Stage Funds, unreleased Deposit Principal, or contingent or unaccrued interest shall be allocated to any tranche.

(e) Mortgage Attachment and Scope

(i) Tranche A Mortgage (Senior Lien). The Tranche A Mortgage secures, as a first-priority lien, only those obligations of Borrower attributable to Tranche A, consisting of:

(A)principal allocated to Tranche A under subsection (b); (B)interest allocated to Tranche A under subsection (c); and (C)any Tranche A Deposit Interest that has accrued, become fixed, and has not been forfeited or returned.

(ii)Tranche B Mortgage (Junior Lien). The Tranche B Mortgage secures, as a second-priority lien subordinate to the Tranche A Mortgage, only those obligations of Borrower attributable to Tranche B, consisting of:

(A)principal allocated to Tranche B under subsection (b); (B)interest allocated to Tranche B under subsection (c); and (C)any Tranche B Deposit Interest that has accrued, become fixed, and has not been forfeited or returned.

(f) No Cross-Collateralization

No Mortgage secures any obligation attributable to the other tranche. The Tranche A Mortgage shall not secure any Tranche B obligations, and the Tranche B Mortgage shall not secure any Tranche A obligations.

(g) No Security for Unreleased or Returnable Amounts

For the avoidance of doubt, (i) no unreleased Stage Funds, unreleased Deposit Principal, or other escrowed amounts shall constitute indebtedness or be secured by any Mortgage unless and until such amounts are actually released in accordance with this Agreement; and (ii) upon any unwind or failure event requiring the return of unreleased Principal, such amounts shall not be, and shall not be deemed ever to have been, secured obligations.

(h) Exclusivity

This Section is the exclusive provision governing tranche allocation, mortgage attachment, lien priority, and the scope of secured obligations under the Loan Documents. No other provision of this Agreement, the Promissory Note, or any Mortgage shall be interpreted to allocate indebtedness between tranches or to expand or modify the security described herein.

4.10 Negative Encumbrance Covenant

From and after the date of this Agreement and until all obligations under the Loan Documents have been paid in full and all Mortgages have been released of record, Borrower shall not create, incur, assume, suffer to exist, or permit any mortgage, lien, security interest, encumbrance, or other charge of any kind against the Property or any interest therein, whether voluntary or involuntary, other than the Tranche A Mortgage and, when recorded, the Tranche B Mortgage, in each case in favor of the Collateral Agent pursuant to the Loan Documents.

ARTICLE V — ESCROW ACCOUNTS; SEGREGATION; CUSTODY

5.1 Establishment of Deposit and Funding Escrow Accounts; Records

Upon execution of this Agreement By the Collateral Agent and upon request from the Borrower, the Collateral Agent shall establish, maintain, and control: (a) the Tranche A Deposit Escrow Account; and (b) the Tranche A Funding Escrow Account; and (c) the Tranche B Deposit Escrow Account; and (d) the Tranche B Funding Escrow Account. Each as segregated attorney trust accounts compliant with applicable law, with no commingling between such accounts.

The Collateral Agent shall maintain records sufficient to administer this Agreement, including without limitation: (i) identification of incoming amounts by sender and date/time of receipt; (ii) identification of the funding obligation to which each incoming amount relates (Deposit Principal or applicable stage funding); (iii) documentation of each release date/time and amount; and (iv) each Stage Progress Inspection Report; and (v) retention of the then-operative Loan Schedule Rider reflecting lender allocations and economics.

Maintenance of such records shall not be construed as a duty to monitor compliance, deadlines, construction progress, or funding performance.

5.2 Custodial Holding Only; No Investment; No Encumbrance

The Collateral Agent shall hold the escrowed funds in a custodial capacity only and shall not invest, sweep, pledge, commingle, or otherwise encumber any escrowed funds.

5.3 Automated Account Alerts; Statements; Electronic Delivery; No Separate Confirmation Duty

(a) Automated Account Alerts and Statements The Collateral Agent shall establish upon Borrower’s request, and maintain the applicable Escrow Accounts in a manner reasonably designed to enable: (i) automated account-activity alerts and (ii) regular account statements, in each case deliverable electronically to Borrower and, where supported by the financial institution and reasonably practicable, to the Lenders (or to a lender-designated address) for purposes of transparency and self-monitoring.

(b) Authoritative Record. The official escrow account statements, transaction ledgers, and electronic account records generated and maintained by the depository institution at which any escrow account is held shall constitute the authoritative and controlling record for all purposes under the Loan Documents with respect to attribution of funds, balances, credits, debits, and transaction history.

(c) Minimum Transaction Information. To the extent provided by the depository institution in its ordinary course, such records shall reflect, for each wire credit or debit: (i) the amount; (ii) the date and time posted; (iii) the name of the originating or receiving party as carried on the wire or account ledger; and (iv) the transaction posting status as reflected on the account. (v) the name of the originating or receiving escrow account as established under this Agreement.

(d) Finality of Wires. For the avoidance of doubt, domestic wire transfers shall be deemed final upon posting or credit to the applicable escrow account, and no separate clearance, settlement, or confirmation status shall be required beyond such posting.

(e) Reliance. The Collateral Agent may conclusively rely on such electronic records and official statements for all purposes under the Loan Documents, without independent investigation or reconciliation, and without any duty to monitor account activity except as expressly required upon party-initiated request.

All notices required or permitted under the Loan Documents shall be deliverable by electronic mail. Notwithstanding the foregoing, and except where this Agreement expressly requires a written notice by the Collateral Agent (including, without limitation, a Confirmed Default Notice and any notice required to effect Closing/recording steps), the Collateral Agent shall have no separate duty to issue routine confirmations of (i) receipt of wired funds or (ii) execution of releases, to the extent such events are reflected in automated alerts and statements available to Borrower.

ARTICLE VI — FUNDING CALLS; FUNDING INSTRUCTIONS; RETRY MECHANICS; LENDER DEFAULT

6.1 Borrower-Managed Lender Onboarding Procedure.

The Parties acknowledge and agree that, during the Pre-Deployment Stage, Borrower shall manage lender onboarding, document execution collection, and interim communications with prospective Lenders.

No duty of the Collateral Agent shall arise from a Lender’s execution of documents alone, and no failure or delay by the Collateral Agent shall be deemed to occur absent receipt of a valid Borrower request under this Article VI.

6.2 Deposit Funding Call Generally

(a) Borrower-Initiated Deposit Funding Call Notice.
Unless otherwise specified under this Agreement, the Collateral Agent’s obligation to issue a Deposit funding call shall arise solely upon receipt from Borrower of a written notice requesting initiation of such funding call (a “Deposit Funding Call Notice”), which notice shall state, for each applicable Lender, (i) the committed amount and Tranche, and (ii) the corresponding Deposit Principal amount equal to ten percent (10%) of such Lender’s committed amount, and (iii) the Tranche specific escrow account designated to receive said Deposit Principal.

(b) Ministerial Issuance of Instructions Based on Borrower Notice.
Within two (2) Business Days after receipt of a Deposit Funding Call Notice, the Collateral Agent shall, in a ministerial capacity only, issue written deposit funding instructions to the Borrower and each applicable Lender identifying (i) the deposit Tranche being funded, (ii) the exact amounts stated in the Borrower issued Deposit Funding Call Notice, and (iii) the applicable Deposit Escrow Account destination.

6.3 Stage Funding Call Generally

(a) Borrower-Initiated Stage Funding Call Notice.
Except for addtional, Stage specific funding call conditions provided under Article VII of this Agreement, the Collateral Agent’s obligation to issue a Stage funding call shall arise solely upon receipt from Borrower of a written notice requesting initiation of such funding call (a “Stage Funding Call Notice”), which notice shall state, for each applicable Lender, (i) the Tranche and Stage being funded, and (ii) the corresponding Stage Funds Amount specific to such Lender as reflected in the then-operative Rider (when applicable), and (iii) the Tranche specific escrow account designated to receive said Stage Funds Amount.

(b) Ministerial Issuance of Instructions Based on Borrower Notice.
Within two (2) Business Days after receipt of a Stage Funding Call Notice together with other applicable notices provided by the Borrower, the Collateral Agent shall perform Administrative Review to determine the validity of Borrower’s funding call request in a ministerial capacity only, upon confirmation established pursuant to section 6.2(a) of this Agreement, issue written Stage funding instructions to the Borrower and each applicable Lender identifying (i) the Tranche and Stage being funded, (ii) the exact amounts stated in the Borrower issued Stage Funding Call Notice as reflected in the then-operative Rider for said Lender, and (iii) the applicable Tranche Funding Escrow Account destination.

For the avoidance of doubt, issuance of a Stage Funding Call is independent of, and shall not require, completion of any Stage Progress Inspection Report.

6.4 Direct Draw Authorization

A Lender may elect to opt in for direct draw from a designated account. The detailed election, *per-stage draw cap, and total cap shall be set forth in the Rider. A Lender may opt in at any time; however, once a funding call for a stage is issued, such Lender may not opt out until its required amount for that stage has been satisfied or the Funding Deadline has expired.

6.5 Proof of Wire; Receipt; Automated Visibility;

Each Lender shall provide proof of wire to the Collateral Agent and the Borrower within seven (7) Business Days after receiving wiring instructions for the purpose of initiating retry procedures. The Parties acknowledge that receipt of wired funds and disbursement events will be reflected through automated account alerts and statements described in Section 5.3.

Accordingly, the Collateral Agent shall have no duty to monitor the timing of incoming wires or to deliver routine confirmations of receipt.

6.6 Funding Deadline (21 Business Days)

For Deposit Principal and for each stage funding call, if the required funds are not received into the applicable escrow account within twenty-one (21) Business Days after the Collateral Agent delivers the initial wiring instructions for that obligation, the Lender shall be deemed a Defaulting Lender, unless Borrower expressly agrees in writing to extend the deadline. The Borrower shall notify the Collateral Agent of any such Defaulting Lender to request forfeiture actions in strict accordance with Section 6.9 of this Agreement.

6.7 Retry Procedure

The Parties acknowledge that wire logistics may fail notwithstanding good-faith initiation. Accordingly, the following retry procedure is mandatory unless otherwise agreed in writing between the Borrower and applicable Lender. The Collateral Agent shall have no duty to monitor whether proof has been received or whether funds have arrived by any interim benchmark prior to the Funding Deadline. Instead, Borrower shall monitor proof of wire via electronic mail and fund receipt status via automated alerts and/or statements, and shall deliver written retry requests to the applicable lenders or to the Collateral Agent in accordance with this subsection.

(a) Retry Triggers Based on Required Timeframes.
If, following delivery by the Collateral Agent of valid funding instructions or a direct draw attempt in accordance with this Agreement, any Lender fails to satisfy any of the following timing requirements:

(i) Proof of wire not delivered and, funding obligation not credited to the applicable escrow account within seven (7) Business Days after the applicable initial wiring instructions; or
(ii) proof of wire delivered, but the corresponding funds are not received and credited in the applicable escrow account within four (4) Business Days after delivery of such proof; or
(iii) in the case of a direct draw election, the required funds are not received and credited in the applicable escrow account within five (5) Business Days after a draw attempt,

such non-receipt shall constitute the operative trigger for a Borrower-initiated retry request under this Section 6.7(b).

(b) **Mandatory Borrower initiated retry ** If the non-receipt conditions under section 6.7(a) is determined to exist by the Borrower, the Borrower shall deliver at least one (1) written retry request to to Collateral Agent within 10 business days following the applicable initial wiring instruction. Within two (2) business days of receiving said written request from the Borrower, the Collateral Agent shall perform the following ministerial retry actions (as applicable).

(i) Manual Wire — Re-Issuance of Instructions. upon Validation, based solely on the authoritative escrow account records described in Section 5.3(b)–(e), that (i) applicable funding obligation was not credited attributable to the applicable lender ten (10) Busienss Days after the sending of initial wiring instruction for said funding obligation, or (ii) proof of wire was provided but funds have not been credited in the applicable escrow account within four (4) Business Days after such proof, the Collateral Agent shall re-issue wiring instructions to the applicable Lender.

(ii) Direct Draw — Re-Draw Request. If a Lender has opted into direct draw, upon Validation, based solely on the authoritative escrow account records described in Section 5.3(b)–(e), that applicable funds have not been credited in the applicable escrow account attributable to said lender within five (5) Business Days after a draw attempt, the Collateral Agent shall attempt another direct draw.

No retry request shall extend the Funding Deadline absent Borrower’s express written consent (and, where required by the Loan Documents, any other required consent).

All fees and costs incurred by the Collateral Agent in connection with any Retry Action shall be paid by Borrower as incurred. Borrower shall bear, with respect to any Lender, the first One Hundred Fifty Dollars ($150.00) of such Retry Action costs in the aggregate.

Any Retry Action costs attributable to a Lender in excess of such $150.00 threshold shall be the responsibility of such Lender and may be recovered by Borrower through a dollar-for-dollar reduction (set-off) against amounts otherwise payable by Borrower to such Lender under the Loan Documents.

The Collateral Agent shall be entitled to rely conclusively on Borrower’s written instruction identifying any such set-off and supporting documentation, and shall have no duty to audit, verify, or independently calculate such amounts beyond Administrative Review

6.8 Lender Default; Validation; Notice

Within two (2) Business Days after receiving a written notice of Lender Default from Borrower, the Collateral Agent shall perform Administrative Review based on the authoritative escrow account records described in Section 5.3(b)–(e) to determine whether the required funds were received by the applicable Funding Deadline. If such records reflect non-receipt by the applicable deadline, the Collateral Agent shall deliver written notice to Borrower and all Lenders identifying the Defaulting Lender, the unfunded obligation, and the consequences required by this Agreement.

6.9 Consequences of Lender Default; Deposit Forfeiture; Survival of Released Principal

Upon a Lender Default:

(a) Deposit Forfeiture.
If the Defaulting Lender has funded Deposit Principal, such Deposit Principal (and accrued Deposit Interest thereon) shall be forfeited to the Borrower as provided in Section 4.5.

(b) Documents Nullification; Limited Survival.
All documents executed by such Defaulting Lender shall be null and void, except those provisions necessary to preserve and enforce repayment of any Released Principals and accrued interest properly belonging to such Defaulting Lender (if any).

(c) Released Principal.
If the Defaulting Lender has already funded amounts that were actually released as Released Principal, such Released Principal (and interest accrued thereon through the applicable cutoff) remain outstanding and payable as provided herein and in the Note; provided that (i) no success premium shall apply to such Defaulting Lender, and (ii) no additional interest shall accrue on such Defaulting Lender’s Released Principal after the date the Collateral Agent issues written confirmation of the Lender Default, unless otherwise expressly agreed in writing by Borrower.

ARTICLE VII — STAGED FUNDING AND RELEASE STRUCTURE

7.0 Maximum Principal Amount; Deposit and Stage Principal Amount

The Parties acknowledge a gated stage structure totaling the Maximum Principal Amount of $850,000.00, consisting of:

Tranche A total principal amount of $400,000.00, consisting of:

Tranche A Deposit Principal: $40,000.00 (Tranche A Deposit Escrow Account, to be released as Stage 2 Funding Principal) Stage 1 Funding Principal: $360,000.00 (Tranche A Funding Escrow Account) Stage 2 Funding Principal: Tranche A Deposit Principal released as Stage 2 Funding Principal

Tranche B total principal amount of $450,000.00, consisting of:

Tranche B Deposit Principal: $45,000.00 (Tranche B Deposit Escrow Account, to be released together with Stage 9 Funding Principal)

Stage 3 Funding Principal: $75,000.00 (Tranche B Funding Escrow Account) Stage 4 Funding Principal: $85,000.00 (Tranche B Funding Escrow Account) Stage 5 Funding Principal: $85,000.00 (Tranche B Funding Escrow Account) Stage 6 Funding Principal: $50,000.00 (Tranche B Funding Escrow Account) Stage 7 Funding Principal: $50,000.00 (Tranche B Funding Escrow Account) Stage 8 Funding Principal: $50,000.00 (Tranche B Funding Escrow Account) Stage 9 Funding Principal: $10,000.00 (Tranche B Funding Escrow Account$)

7.1 Engagement of Independent Inspector

Upon receipt of a Borrower’s written request for inspection in connection with a stage-specific release of Stage Funds, the Collateral Agent shall, after delivery of an Inspection Engagement Notice and receipt of Inspection Authorization, engage an Independent Inspector to conduct a site inspection solely for purposes of issuing a Stage Progress Inspection Report, and provide necessary contact information to the Borrower.

The Borrower shall be responsible for scheduling each inspection and coordinating site access. The Collateral Agent shall have no duty to initiate, schedule, or call for any inspection absent a Borrower request.

All inspection fees shall be invoiced to the Collateral Agent by the Independent Inspector and paid by the Collateral Agent, and shall thereafter be billed to the Borrower as a project cost in accordance with Section 1.13.

Each Stage Progress Inspection Report shall be issued to both the Borrower and the Collateral Agent, the Collateral Agent shall cause the applicable report to be circulated among all non-defaulting Lenders after the successful release of coorsponding Stage Funds.

7.2 Tranche A Funding and Release

7.2.1 Stage 1 Funding Conditions

In additional to the conditions required under section 6.3 of this Agreement, no Stage 1 funding call shall occur until (a) all Tranche A Lender-side Loan Documents are executed, and (b) full Tranche A Deposit Principal has been received from all committed Tranche A Lenders, and (c) the then-operative Loan Schedule Rider reflecting all non-defaulting Lenders, their commitments, and their Stage 1 funding obligations has been validated and circulated by the Collateral Agent in accordance with Article IX.

7.2.2 Stage 1 Funding Deadlines

A Lender is deemed to have defaulted if unable to fulfill its Stage 1 funding obligation within twenty-one (21) Business Days after receiving the initial Stage 1 funds wiring instructions, unless otherwise agreed to by Borrower.

7.2.3 Stage 1 Release Conditions

Stage 1 shall be eligible for release only upon satisfaction of all of the following conditions (the “Stage 1 Release Conditions”):

(a) Stage 1 Funding.
The full Stage 1 Funding Principal amount has been received into the Tranche A Funding Escrow Account, as reflected in the authoritative escrow account records described in Section 5.3(b)–(e).

(b) Deposit Principal.
The full Tranche A Deposit Principal has been received into the Tranche A Deposit Escrow Account from all Tranche A Lenders, as reflected in the authoritative escrow account records described in Section 5.3(b)–(e).

(c) Closing Readiness Determination.
Acting solely in its professional capacity as closing and recording attorney for the Acquisition Closing (and not in any discretionary or evaluative capacity as Collateral Agent under the Loan Documents), the Collateral Agent has determined, in accordance with customary Massachusetts residential closing practice, that:

(i) all seller-side instruments required to convey fee simple title to Borrower have been executed and are in recordable form as applicable;
(ii) all payoff statements, lien releases, and estoppels required to discharge existing monetary liens to be paid at Closing have been obtained and are current as of Closing;
(iii) all borrower-side and Tranche A Lender-side instruments designated to become effective at Closing have been executed and are in recordable or enforceable form, as applicable; and
(iv) no unsatisfied condition customarily required for consummation of the Acquisition Closing remains outstanding, other than the release of Stage 1 funds and Tranche A Deposit Principal.

For the avoidance of doubt:

(A) the determination described in this subsection (c) is an internal professional determination made by the Collateral Agent in its capacity as closing attorney; and (B) such determination is limited solely to assessing closing readiness for the Acquisition Closing as of the time immediately preceding the Stage 1 Release Event and shall not constitute any representation or warranty as to title condition (other than recordability and payoff mechanics), zoning, permitting compliance, construction matters, or post-Closing status of the Property, nor create any duty to monitor, re-verify, or revisit any matter after Closing or expand the Collateral Agent’s authority or obligations beyond this Section.

7.2.4 Stage 1 Release Event; Integrated Closing; Sequencing

Following receipt of Borrower initiated Closing request, and upon Administrative Review by the Collateral Agent, that the Stage 1 Release Conditions set forth in Section 7.2.3(a) and (b) have been satisfied, and upon the Collateral Agent’s completion of the Closing Readiness Determination described in Section 7.2.3(c), the Collateral Agent shall release the Stage 1 funds from the Tranche A Funding Escrow account (the “Stage 1 Release Event”).

The Parties acknowledge and agree that:

(a) the Stage 1 Release Event is intended to occur immediately prior to, and as a necessary prerequisite for, delivery and recordation of Borrower’s deed;

(b) immediately following completion of the Stage 1 disbursements described in Section 7.2.5, the Collateral Agent, acting in its capacity as closing and recording attorney (or directing the recording attorney acting under its written instruction), shall cause: (i) Borrower’s deed to be delivered for recordation; and
(ii) The Mortgage securing Tranche A obligations to be recorded immediately thereafter,

in each case as part of a single, integrated Acquisition Closing transaction; and

(c) upon completion of the foregoing recording steps, all Loan Documents designated as conditionally executed and effective at Closing shall become fully effective concurrently.

For the avoidance of doubt, the Collateral Agent’s authority to delay, sequence, or abort the Stage 1 Release Event is limited strictly to circumstances in which, in its professional capacity as closing attorney, consummation of the Acquisition Closing would be legally or practically impossible due to failure of one or more of the Stage 1 Release Conditions, and shall not extend to discretionary business judgment, project evaluation, or post-Closing matters.

7.2.5 Designated Stage 1 funds Disbursement Path

At the Stage 1 Release Event, Stage 1 Funding Principal and Tranche A Deposit Principal shall be disbursed only in the following order and only for the following purposes:

(i) First, to pay directly to existing mortgagees and lienholders, in accordance with their respective written payoff statements or estoppels delivered for Closing, the amounts required to satisfy and discharge of record all monetary liens securing indebtedness against the Property that must be paid off at Closing;
(ii) Second, to pay the seller of the Property, the balance of the purchase price required to consummate the acquisition, in accordance with the seller document escrow arrangement and settlement statement delivered pursuant thereto;
(iii) Third, to pay only those acquisition-closing costs that are expressly identified in, and payable in accordance with, the Collateral Agent’s itemized fee schedule and compensation provisions approved under the Agency Agreement, together with recording fees, transfer-related municipal charges customarily payable at closing, and other third-party charges expressly authorized under the Loan Documents or by Borrower in writing;
(iv) Fourth, only to the extent expressly approved in writing by Borrower to the Collateral Agent, to pay identified third-party acquisition-related vendors for immediate, time-of-closing acquisition incidentals integral to completing Closing (if any); and
(v) Finally, any remaining Stage 1 funds balance, if any, shall be disbursed to an account designated by Borrower, and upon such disbursement shall no longer be subject to escrow, custodial holding, or release conditions under the Loan Documents.

7.2.6 Stage 1 Failure Conditions; Unwind

If Stage 1 is fully funded but Closing cannot occur within thirty (30) days thereafter, then project shall unwind as follows: (i) all Unreleased Stage 1 Funding Principal shall be returned to non-defaulting Lenders without deduction and without interest;
(ii) Deposit Principal of non-defaulting Lenders shall be returned;
(iii) any Deposit Interest accrued and any incremental costs shall be paid from the Collateral Reserve Escrow in accordance with Section 4.7; and
(iv) the project shall be deemed terminated unless the Parties unanimously agree in writing to re-attempt Closing under the same mechanics.

7.2.7 Stage 2 Release

No Stage 2 Funding Call shall be issued. Within three (3) Business Days of receiving the Borrower initiated Stage 2 release request, the Collateral Agent shall release the Tranche A Deposit Principal in full as the Stage 2 Funding Principal from the Tranche A Deposit Escrow to the Borrower designated account upon: (i) Full Tranche A Deposit Principal amount has been funded into the Tranche A Deposit Escrow Account, and (ii) Administrative Review by the Collateral Agent of Borrower submitted evidence reasonably evidencing demolition permit has been issued for the Property.

7.2.8 Tranche A Deposit Principal Interest Transition

Upon the release of Tranche A Deposit Principal: (a) Deposit Interest shall cease to accrue and shall be fixed as a stated amount recorded as part of Borrower’s indebtedness; and (b) the released Tranche A Deposit Principal shall thereafter accrue interest as Released Principal.

7.3 Stage 3 Funding and Release; Tranche B Mortgage Recordation

7.3.1 Stage 3 Funding Call Trigger

In addition to the conditions required under section 6.3 of this Agreement, no Stage 3 funding call shall occur until (i) Borrower provides written notice to the Collateral Agent that excavation inspection has been passed, and (ii) an updated Rider has been validated by the Collateral Agent properly reflecting Tranche B Lender commitments, funding obligations and economics

7.3.2 Stage 3 Release Conditions

Stage 3 funds shall be released only upon: (i) confirmation that the Stage 3 Funding Principal amount is fully present in Tranche B Funding Escrow Account (subject to section 7.5); and (ii) confirmation that the Tranche B Deposit Principal amount is fully funded in Tranche B Desposit Escrow Account; and (iii) completion of Administrative Review of the Borrower submitted evidence reasonably evidencing that the municipal foundation footing (pre-pour) inspection for the Property has been passed; and (iv) all Tranche B lender-side Loan Documents are executed and are in recordable or enforceable form.

7.3.3 Stage 3 Release and Tranche B Mortgage Recordation

(a) Stage 3 Release Event Within three (3) Business Days of receiving the Borrower initiated Stage 3 release request, and upon Administrative Review by the Collateral Agent that the Stage 3 Release Conditions set forth in Section 7.3.2 have been satisfied, the Collateral Agent shall release the Stage 3 funds from escrow to the Borrower designated account. (b) Recording Procedure.
Immediately following the full release of Stage 3 Funding Principal from escrow to the Borrower, the Collateral Agent, acting in its capacity as closing and recording attorney (or directing the recording attorney acting under its written instruction), shall cause the Tranche B Mortgage securing Tranche B obligations to be delivered for recordation. (c) Effect of Recordation.
Upon recordation, the Tranche B Mortgage shall secure all obligations of Borrower evidenced by the Promissory Note that are allocated to Tranche B pursuant to Section 4.9, including all principal released and interest accruing thereon from and after such release. (d) No Effect Prior to Recordation.
Prior to recordation, the Tranche B Mortgage shall have no force or effect and shall not secure any obligation.

7.4 Stage 4-9 Funding and Release

7.4.1 Stage 4-9 Release Standard Generally

Upon receipt of Borrower’s written release request identifying the applicable stage to be released, the Collateral Agent shall, within three (3) business days of such receipt, cause the full release of stage 4-9 funds to the Borrower’s designated account upon: (a) confirmation that the applicable stage Funding Principal amount and Deposit Principal amount (if applicable) is present in escrow; and (b) completion of Administrative Review of the evidence or Stage Progress Inspection Report submitted by Borrower for such stage, confirming that such evidence or report reasonably corresponds to the applicable release condition.

No release shall create any duty to monitor subsequent progress or verify continued compliance.

7.4.2 Stage 4 — Funding and Release

(a) Stage 4 Funding Call Conditions In addition to the conditions required under section 6.3 of this Agreement, no Stage 4 funding call shall occur until Borrower provides written notice to the Collateral Agent that basement walls are poured. (b) Stage 4 Release Conditions Stage 4 Funding Principal shall be released only upon (i) full funding of Stage 4 Funding Principal into the Tranche B Funding Escrow Account (subject to Section 7.5), and (ii) Administrative Review by the Collateral Agent of evidence reasonably evidencing that the municipal basement slab (pre-pour) inspection for the Property has been passed.

7.4.3 Stage 5 — Funding and Release

(a) Stage 5 Funding Call Conditions In addition to the conditions required under section 6.3 of this Agreement, no Stage 5 funding call shall occur until Borrower provides written notice to the Collateral Agent that rough framing has been completed and that exterior sheathing, windows, and doors are installed. (b) Stage 5 Release Conditions Stage 5 Funding Principal shall be released only upon (i) full funding of Stage 5 Funding Principal into the Tranche B Funding Escrow Account (subject to Section 7.5), and (ii) Administrative Review by the Collateral Agent of the Stage Progress Inspection Report reasonably evidencing that all load bearing framing has been completed and that exterior sheathing, roofing, windows, and doors are installed.

7.4.4 Stage 6 — Funding and Release

(a) Stage 6 Funding Call Conditions In addition to the conditions required under section 6.3 of this Agreement, no Stage 6 funding call shall occur until Borrower provides written notice to the Collateral Agent that plumbing and electrical rough inspections have been passed. (b) Stage 6 Release Conditions Stage 6 Funding Principal shall be released only upon (i) full funding of Stage 6 Funding Principal into the Tranche B Funding Escrow Account (subject to Section 7.5), and (ii) Administrative Review by the Collateral Agent of evidence reasonably evidencing that all applicable plumbing, electrical, gas, and mechanical rough inspections have been passed for the Property.

7.4.5 Stage 7 — Funding and Release

(a) Stage 7 Funding Call Conditions In addition to the conditions required under section 6.3 of this Agreement, no Stage 7 funding call shall occur until Borrower provides written notice to the Collateral Agent that rough framing inspections has been passed. (b) Stage 7 Release Conditions Stage 7 Funding Principal shall be released only upon (i) full funding of Stage 7 Funding Principal into the Tranche B Funding Escrow Account (subject to Section 7.5), and (ii) Administrative Review by the Collateral Agent of evidence reasonably evidencing that rough framing inspection as well as the insulation inspection for the Property have been passed.

7.4.6 Stage 8 — Funding and Release

(a) Stage 8 Funding Call Conditions In addition to the conditions required under section 6.3 of this Agreement, no Stage 8 funding call shall occur until Borrower provides written notice to the Collateral Agent that all above grade wall and ceiling panels are installed and ready to be painted. (b) Stage 8 Release Conditions Stage 8 Funding Principal shall be released only upon (i) full funding of Stage 8 Funding Principal into the Tranche B Funding Escrow Account (subject to Section 7.5), and (ii) Administrative Review by the Collateral Agent of the Stage Progress Inspection Report reasonably evidencing that at least 90% of all interior walls and ceiling above grade are painted.

7.4.7 Stage 9 — Funding and Release

(a) Stage 9 Funding Call Conditions In addition to the conditions required under section 6.3 of this Agreement, no Stage 9 funding call shall occur until Borrower provides written notice to the Collateral Agent that more than half of the interior floor and tile works are completed. (b) Stage 9 Release Conditions Stage 9 Funding Principal and Tranche B Deposit Principal shall be released only upon: (i) Validation, based solely on the authoritative escrow account records described in Section 5.3(b)–(e), that Tranche B Deposit Principal is fully funded (less any forfeited deposit amounts from Defaulting Lenders handled under Article VI), and Stage 9 Funding Principal amount has been fully funded into the Tranche B Funding Escrow Account(subject to Section 7.5), and (ii) Administrative Review by the Collateral Agent of the Stage Progress Inspection Report reasonably evidencing that at least 90% of the interior floor works and tile works are completed. (c) Stage 9 Interest Transition Upon the release of Tranche B Deposit Principal: (a) Deposit Interest shall cease to accrue and shall be fixed as a stated amount recorded as part of Borrower’s indebtedness; and (b) the released Tranche B Deposit Principal shall thereafter accrue interest as Released Principal.

7.5 Partial Stage Funding Threshold; Mandatory Freeze

In Stages 3 through 9, if a Lender Default causes a stage to be incompletely funded, the Collateral Agent shall still release the stage if at least seventy percent (70%) of the stage amount is funded (or such lower threshold as otherwise agreed in writing by all remaining Lenders and Borrower). If any partial stage funding is released under this Section, all future stage releases must halt until the missing portion has been restored and released properly.

7.6 Event of Defaults and Consequences (Stages 2–9)

For Stages 2, an “Event of Default” shall be deemed to exist if Borrower fails to obtain municipally issued demolition permit for the Property by the applicable deadlines within six (6) months following Closing:

For each of Stages 3 through 9, an “Event of Default” shall be deemed to exist if Borrower fails to obtain either evidence of official municipal inspection sign off, or a Stage Progress Inspection Report reasonably evidencing satisfaction of the applicable Stage Release Condition(s), by the applicable deadlines as measured from the date of Closing:

(a) Stage 3: ten (10) months following Closing;
(b) Stage 4: fourteen (14) months following Closing;
(c) Stage 5: eighteen (18) months following Closing;
(d) Stage 6: twenty-two (22) months following Closing; (e) Stage 7: twenty-five (25) months following Closing; (f) stage 8: twenty-eight (28) months following Closing; and (g) Stage 9: thirty-two (32) months following Closing.

7.7 Release Evidence Generally; Borrower Release Request

Borrower shall initiate each release by delivering to the Collateral Agent: (a) a written release request identifying the stage to be released, and (b) the evidence required by the applicable stage release conditions, and (c) the Stage Progress Inspection Report coorsponding to specific Stage release conditions when applicable. Borrower shall monitor escrow account balances via automated alerts/statements and shall not submit a release request unless the applicable stage funding is available in escrow (subject to partial funding rules where expressly permitted).

The Collateral Agent may, but shall have no duty to deliver routine written confirmations of release to the extent disbursements are reflected in automated alerts/statements.

7.8 Reliance

The Collateral Agent may rely conclusively on materials submitted by Borrower in support of funding calls or Stage Funds releases following Administrative Review.

Where a Stage Release Condition is expressly satisfied by passing or completion of a municipal inspection, evidence of such municipal action shall be sufficient for release. Any third-party inspection report shall be supplemental only and shall not impose additional release conditions.

The Collateral Agent shall not be deemed to have assumed any monitoring, supervisory, inspector, or guarantor role by reason of performing Administrative Review.

7.9 Voluntary Early Funding Election; Dedicated Early Funding Escrow; Separate Interest Treatment

(a) Voluntary Early Funding Election Notwithstanding anything to the contrary contained in this Agreement, any Lender may elect, at such Lender’s sole option and subject to the conditions of this Section 7.9, to fund all (but not less than all) of such Lender’s total committed amount for Tranche B in advance of the issuance of any Stage Funding Call (a “Voluntary Early Funding Election”). A Voluntary Early Funding Election is an all-or-nothing election with respect to such Lender’s committed amount. A Lender making such election shall either: (i) fund one hundred percent (100%) of its committed amount pursuant to this Section 7.9; or (ii) fund strictly in accordance with the Deposit Funding Call and Stage Funding Call procedures otherwise set forth in this Agreement.

(b) Establishment of Dedicated Early Funding Escrow Account Upon Borrower’s written request identifying one or more Lenders that have made a Voluntary Early Funding Election (an “Early Funder”), the Collateral Agent shall establish a separate, segregated escrow account designated solely for the custody of funds contributed by such electing Lender(s) (the “Early Funding Escrow Account”). The Early Funding Escrow Account shall: (i) be an attorney trust or custodial account maintained by the Collateral Agent; (ii) be segregated from all Deposit Escrow Accounts and Funding Escrow Accounts established for non-electing Lenders; and (iii) be reflected expressly and lender-by-lender in the Loan Schedule Rider.

The Early Funding Escrow Account shall be established in addition to, and not in substitution for, the applicable Deposit Escrow Account, and the existence or use of the Early Funding Escrow Account shall not modify, replace, or negate any Deposit Principal funding, interest accrual, forfeiture, unwind, or default mechanics set forth elsewhere in this Agreement.

(c) Interest Accrual on Early Funded Amounts All amounts funded by an Early Funder and held in the Early Funding Escrow Account shall accrue interest at the standard interest rate set forth in Article X from the date such funds are credited to the Early Funding Escrow Account, and shall continue uninterrupted until repayment, project termination, or interest cessation pursuant to a Confirmed Default Notice under Article XIII, without regard to whether or when such funds are released pursuant to any Stage Release.

The Collateral Agent shall not be required to calculate or track interest based on release timing for such Lenders, and all interest for such Lenders shall be calculated solely by reference to the amount credited to the Early Funding Escrow Account and the duration such amount remains outstanding.

(d) Deposit Funding Call and Early Funding Instructions; Satisfaction of Stage Funding Obligations Notwithstanding a Lender’s Voluntary Early Funding Election: (i) The Borrower shall initiate, and the Collateral Agent shall issue, a Deposit Funding Call with respect to such Lender in the same manner and subject to the same procedures, timing, deadlines, retry mechanics, default consequences, and interest accrual rules applicable to all other Lenders under this Agreement. (ii) Deposit Principal funded pursuant to this Section shall be governed identically to Deposit Principal funded by non-electing Lenders, without modification by reason of the Voluntary Early Funding Election. (iii) For each Early Funder, only one Funding Call shall be issued for Stage 2 pursuant to section 6.3 and section 7.3.1, subject to the same procedures, timing, deadlines, retry mechanics and default consequences otherwise applicable to stage funding calls under this Agreement. The amount specified for this funding call shall be the full committed amount for such Early Funder less the Deposit Principal already funded, with the escrow destination being the Early Funding Escrow Account. (iv) For each subsequent stage funding calls for such Early Funder(s), Borrower may, in lieu of issuing Stage Funding Calls to such Lender, deliver a written request to the Collateral Agent directing the Collateral Agent to transfer the applicable stage-specific funding amount from the Early Funding Escrow Account to satisfy such Lender’s corresponding Stage Funding obligation.

Upon receipt of such request and completion of Administrative Review confirming the availability of funds in the Early Funding Escrow Account, the Collateral Agent shall transfer the specified amount and treat such transfer as satisfaction in full of such Lender’s funding obligation for the applicable Stage.

(e) Effect on Release Mechanics, Defaults, and Priority Except as expressly modified by this Section: (i) all Stage Release Conditions, default provisions, enforcement mechanics, lien priority rules, and repayment sequencing set forth in this Agreement shall apply without modification to Early Funders; (ii) funds held in the Early Funding Escrow Account shall not constitute Released Principal unless and until transferred pursuant to a valid Stage Release under this Agreement; and (iii) no lien shall attach to any portion of such funds prior to the applicable Stage Release and mortgage recordation events provided elsewhere in this Agreement.

(f) Success Interest Premium Exclusion Notwithstanding Article X or any other provision of the Loan Documents, an Early Funder under this section 7.9 of this Agreement, agrees to forfeit the Tranche B Success Premium as defined under section 10.4(a), and accepts the Early Funder Success Premium as defined under section 10.4(b) instead. Majority Lender Success Premium as defined under Section 10.4(b) shall be retained if applicable. Any such exclusion shall be reflected expressly in the Loan Schedule Rider for the applicable Lender.

(g) Irrevocability of Election A Voluntary Early Funding Election, once made and funded, shall be irrevocable. A Lender making such election may not revert to Deposit Funding Calls or Stage Funding Calls with respect to the applicable committed amount.

ARTICLE VIII — INTER-LENDER GOVERNANCE; COLLECTIVE ACTION

8.1 Ratable Treatment Within Tranche; No Preferential Action

(a) Each Lender acknowledges that, within each tranche, recoveries and distributions are intended to be ratable among the Lenders participating in such tranche in accordance with their respective shares as reflected in the then-operative Loan Schedule Rider. (b) No Lender shall take, request, encourage, or benefit from any action or inaction that would result in such Lender receiving preferential treatment, priority, or recovery relative to any other Lender within the same tranche with respect to the Promissory Note, the applicable Mortgage, or any proceeds thereof.

8.2 Lender-Initiated Actions Outside Contract Scope

(a) Scope. This Section applies solely to any action, request, proposal, or instruction initiated by one or more Lenders that is not expressly authorized, required, or paid for under this Agreement or any other Loan Document (each, a “Lender-Initiated Action”). (b) Direct Engagement and Cost Responsibility. Any Lender may engage directly with the Collateral Agent regarding a Lender-Initiated Action. All fees, costs, and expenses associated with such Lender-Initiated Action shall be negotiated directly between the participating Lender(s) and the Collateral Agent and paid by such Lender(s), and shall not be borne by Borrower or charged to the project. (c) No Prejudice to Other Lenders. The Collateral Agent may accept and act upon a Lender-Initiated Action only if such action does not alter, impair, dilute, delay, or otherwise affect the rights, positions, economics, priorities, or protections of any non-participating Lender. If a proposed Lender-Initiated Action would affect any other Lender, the Collateral Agent shall take no action unless the proposing Lender(s) first obtain the express written consent of each affected Lender, delivered to the Collateral Agent. (d) No Modification of Loan Documents. No Lender-Initiated Action, whether approved by one or more Lenders or by unanimous Lender consent, may modify, amend, supplement, override, or reinterpret any existing Loan Document, duty, right, protection, or mechanic without the prior written consent of Borrower.

8.8 Inter-Lender Disputes; Borrower Isolation

Any dispute among the Lenders arising out of inter-lender governance or collective-action shall be resolved solely among the Lenders, without involving Borrower, and without impairing the authority, protections, or obligations of the Collateral Agent. Borrower shall not be deemed a party to, or bound by, any inter-lender dispute resolution, unless explicitly agreed to in writing by the Borrower.

ARTICLE IX — LOAN SCHEDULE RIDER; BORROWER DUTY TO UPDATE, BORROWER INITIATED UNWIND

9.0 Limited Purpose and Borrower-Directed Updates of Loan Schedule Rider.

The Loan Schedule Rider is a Borrower-prepared, lender-specific economic ledger. The Collateral Agent’s role with respect to the Rider is limited strictly to validation for mechanical consistency with this Agreement and circulation of validated Rider updates.

Accordingly, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document:

(a) the Collateral Agent shall have no duty, authority, or obligation to prepare, update, or revise the Loan Schedule Rider except to validate Rider updates prepared by the Borrower;

(b) with respect to any Lender, the Loan Schedule Rider shall be non-operative and shall not be required to be prepared, updated, or relied upon prior to the receipt of Deposit Principal from such Lender, unless Borrower expressly directs otherwise in writing; and

9.1 Rider Defined and Purpose

The Loan Schedule Rider (the “Rider”) is the operative economic schedule for this Agreement and sets forth, on a lender-by-lender basis, all factual and quantitative information necessary to implement the financing contemplated hereby, including without limitation: (a) identity of each Lender admitted to this Agreement;
(b) each Lender’s total committed amount and their Tranche allocation;
(c) each Lender’s pari passu percentage share relative to all committed capital within the Tranche;
(d) each Lender’s stage-specific funding obligations and corresponding release amounts tied to the gated release structure established under this Agreement; and
(e) any special interest, bonus interest, direct draw election, or other economic adjustments expressly authorized by this Agreement.

The Rider is descriptive and operational, not discretionary, and is intended to reflect the economic terms established pursuant to this Agreement as they become fixed.

9.2 Incorporation and Priority

The Rider, as maintained and updated in accordance with this Article IX, is hereby incorporated into this Agreement by reference and made part hereof for all purposes. In the event of any inconsistency between this Agreement and the Rider, this Agreement shall govern and the Rider shall be conformed accordingly.

9.3 Borrower-Prepared Rider Updates; Agent Validation Only

Any update to the Loan Schedule Rider shall be prepared by Borrower and delivered to the Collateral Agent for validation in accordance with the following scope:

(a) admission of additional or replacement Lenders;
(b) finalization of commitment amounts and deposit amounts as commitments are accepted and become binding;
(c) mechanical recalculation and restatement of Tranche specific pari passu percentage shares and lender-specific stage funding and release amounts (only as needed) arising from valid commitments;
(d) inclusion of lender-specific economic terms as applicable; and
(e) clerical, formatting, or mathematical corrections necessary to accurately reflect the foregoing.

The Collateral Agent shall have no duty to prepare, draft, infer, or propose any Rider update. Validation of the Loan Schedule Rider is administrative only and does not impose any duty on the Collateral Agent to monitor funding performance, deadlines, or compliance by any Lender. Each update made pursuant to this Section shall be deemed administrative in authority but substantive in content, and shall not constitute an amendment to this Agreement.

9.4 Prohibited Updates; Borrower Consent Requirement

No update to the Rider shall be effective if such update would: (a) alter any gated stage release condition, sequencing rule, or release trigger;
(b) increase the economic burden, exposure, or obligations of Borrower beyond those expressly contemplated by this Agreement;
(c) create discretion not already authorized; or
(d) otherwise modify Borrower protections,
unless Borrower has provided prior written consent thereto.

9.5 Notice and Reliance

Promptly following validation of a Borrower-prepared Rider update, the Collateral Agent shall circulate the validated Rider via electronic mail to Borrower and all Lenders. Each Party may rely conclusively on the Rider as so circulated as the current and operative statement of lender commitments and stage-specific funding obligations, subject always to the controlling terms of this Agreement.

9.6 Borrower Duty to Update

The Borrower is mandated under this Agreement to provide written progress update to the Collateral Agent and all non-defaulting Lenders at least one (1) time every thirty (30) days, such updates shall include pictures of progress whenever applicable. In the event that Borrower fails to provide such written update to any applicable party for more than 65 days following the previous known written update, Borrower shall be considered as incapacitated and such shall constitute as an Event of Default.

9.7 Project Unwind Through Majority Consent

If due to unforseen life events or Act of God, that the Borrower determines in good faith that the continuation of the project is no longer possible or feasible, the Borrower shall have the right to terminate the project, but only with consent of Requisite Lenders of the Borrower initiated termination proposal, which shall constitute an Event of Default when submitted to the Collateral Agent. If no such consent is obtained, no Event of Default shall exist under this section 9.7.

ARTICLE X — INTEREST; ECONOMIC COMPONENTS; NO PERIODIC PAYMENTS

10.1 No Periodic Payments

No periodic payments of principal or interest are required.

10.2 Released Principal Interest (12%); Weekly; Simple Interest Only

Each Released Principal accrues interest at twelve percent (12.00%) per annum on a weekly basis, simple interest only, beginning at the moment of release and continuing until such stage is fully satisfied pursuant to the repayment mechanics or until interest ceases pursuant to Section 13.6.

10.3 Deposit Interest (12%); Fixation

Tranche A and Tranche B Deposit Principal accrue interest at twelve percent (12.00%) per annum, simple interest only, until either Acquisition Closing or Stage 6 release as applicable, at which time Deposit Interest is fixed and recorded as part of indebtedness as stated herein.

10.4 Success Interest Premium

Upon a successful project exit resulting in payment in full of all outstanding obligations under the Loan Documents (a “Successful Exit”), Borrower shall pay to the Lenders a one-time success interest premium, calculated and payable as follows: (a) Tranche B Success Premium. An amount equal to thirteen percent (13.00%) of the aggregate Released Principal attributable to Tranche B, payable to Tranche B Lenders, allocated among them in accordance with their respective Tranche B participation. (b) Early Funder Success Premium. If a Tranche B Lender is an Early Funder as defined under section 7.9 of this Agreement, such Lender shall receive a success premium equal to three percent (3.00%) of the total committed amount attributable to said Early Funder in lieu of the Tranche B Success Premium as provided under section 10.4(a) of this Agreement. (c) Majority Lender Success Premium. Any Majority Lender shall be entitled, upon successful repayment and not under default conditions, to an additional three percent (3.00%) interest premium on all released amount, and shall enjoy majority decision rights where Requisite Lender consent is required. (d) One-Time Payment; No Accrual. Each Success Interest Premium shall be payable one time only, shall not accrue interest, and shall be due solely upon a Successful Exit. (e) No Default Application. No Success Interest Premium shall be payable in connection with any enforcement, foreclosure, market sale following a Confirmed Default, or other default or unwind scenario.

ARTICLE XI — REPAYMENT FRAMEWORK; REPAYMENT ESCROW; STAGE DESIGNATION

11.1 Repayment Distribution Account; Initiation; Persistence

At any time Borrower elects to commence repayment of principal and/or interest, Borrower shall deliver written notice to the Collateral Agent (a “Repayment Initiation Notice”). Upon receipt, the Collateral Agent shall establish a single trust account solely for purposes of receiving and distributing repayment funds (the “Repayment Distribution Account”). The Repayment Distribution Account shall remain open for all subsequent repayments until all obligations have been paid in full.

11.2 Exclusive Use of Repayment Distribution Account

From and after establishment of the Repayment Distribution Account, all repayments shall be delivered exclusively to the Repayment Distribution Account, and no repayment shall be made directly to any Lender unless expressly agreed in writing by Borrower and the Collateral Agent acting on behalf of all Lenders.

11.3 Repayment Designation; Stage-Specific Payoff Rule; Tranche Priority

With each repayment delivered to the Repayment Distribution Account, Borrower may designate the specific released stage amount to which such repayment is to be applied. Notwithstanding the foregoing: (a) Tranche Priority. No repayment may be applied to any Tranche B released amount unless and until all outstanding Tranche A Released Principal, together with all accrued and unpaid interest thereon, have been paid in full. (b) Stage-Specific Application. Subject to subsection (a), any repayment must be applied in an amount sufficient to fully satisfy all principal and interest then outstanding for one or more designated released Stage Funding Principal or Deposit Principal amount. Partial satisfaction of such amount is not permitted. (c) Extinguishment Upon Payment. Upon full payment of a released stage amount in accordance with this Section, such stage amount shall be deemed satisfied in full, shall cease to accrue interest, and shall no longer constitute outstanding Released Principal or indebtedness under the Loan Documents.

11.4 Sale and Disposition Proceeds

Upon sale or disposition of the Property, proceeds shall be applied to repayment through the Repayment Distribution Account in accordance with the Note, the Rider, and the applicable Loan Documents.

ARTICLE XII — EVENTS OF DEFAULT

12.1 Enumerated Defaults Only

Only the defaults expressly set forth in this Article XII constitute Events of Default under the Loan Documents.

12.2 Event of Default

12.3 Maturity Non-Payment

Failure to satisfy all then-outstanding indebtedness on or before the Maturity Date, as extended if applicable by written agreement between Borrower and all Lenders.

12.4 Borrower Initiated Unwind

Consent of Requisite Lenders for Borrower initiated project termination proposal submitted to the Collateral Agent, as defined under section 9.7 of this Agreement.

12.5 Borrower Incapacity

That the Borrower should fail to deliver mandated periodic update as defined under section 9.6 of this Agreement.

12.6 No Other Defaults

No other covenant breach, milestone shortfall, omission, or circumstance shall constitute an Event of Default unless Borrower expressly agrees in a written instrument executed by Borrower that specifically identifies the additional default trigger and states that it applies notwithstanding this Article XII.

12.7 Extension of Project-Level Default Deadlines by Unanimous Lender Consent

Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the project-level deadlines that define Event of Default and other time-based Events of Default under the Loan Documents may be extended only by the unanimous written consent of all non-defaulting Lenders (the “Unanimous Extension Consent”), together with Borrower’s written acknowledgment of such extension.

Any Unanimous Extension Consent shall consist of an agreement that: (a) state the length of the extension and the resulting revised deadline(s); and (b) confirm that, except solely for the proposed extension, all other terms, mechanics, sequencing rules, and non-recourse limitations of the Loan Documents remain unchanged and in full force and effect. (c) is signed by all non-defaulting lenders.

ARTICLE XIII — DEFAULT CONFIRMATION; ENFORCEMENT ELECTION; INTEREST CESSATION

13.1 Confirmation of Event of Default

Within three (3) business days of receiving written enforcement request that an Event of Default has occurred and is continuing, the Collateral Agent shall validate the request against the default conditions as provided under Article XII and Article XIII of this Agreement. If the Collateral Agent, in accordance with the procedures set forth under section 13.2 of this Agreement, determines the enforcement request to be valid, the Collateral Agent shall promptly deliver a Confirmed Default Notice to all Lenders and Borrower.

13.2 Default Validation;

(a) Initiation by Lenders Only.
The Collateral Agent shall have no duty to monitor for Events of Default. Default validation procedures may be initiated only upon receipt of a written request from one or more Lenders asserting that an enumerated Event of Default has occurred (a “Default Assertion Notice”).

(b) Scope of Authority; Purpose-Bound Discretion.
Upon receipt of a Default Assertion Notice, the Collateral Agent’s authority to act with professional judgment and in good faith is limited exclusively to determining whether a valid Event of Default exist. Where the asserted default is based on Borrower’s failure to submit monthly progress updates, or obtain evidence reasonably evidencing satisfaction of a required stage release condition by the applicable deadline, or consent by Requisite Lenders under section 9.7, the Collateral Agent shall determine such default based on submission records, inspection reports, deadlines, and official municipal records only, and no investigative discretion shall apply.

(c) Determination; Confinement of Effect.
A Confirmed Default Notice may be issued only if the Collateral Agent determines, in accordance with Section 13.2(b), that an enumerated Event of Default under Article XII has occurred.

By executing this Agreement, Lender(s) agree that no challenge, inquiry, or investigation into the substance of a Stage Progress Inspection Report shall be permitted for purposes of deadline-based Events of Default.

(d) Cost Allocation.
All reasonable costs and expenses incurred by the Collateral Agent in connection with default validation:
(i) if a Confirmed Default Notice is issued, shall be treated as enforcement costs and recoverable from collateral proceeds in accordance with section 14.4 of this Agreement;
(ii) if a Confirmed Default Notice is not issued, shall be borne by the requesting Lender(s), and may be billed directly to such Lender(s) or set off against amounts otherwise distributable to such Lender(s).

(e) No Expansion of Duties.
Nothing in this Section shall be construed to impose a general monitoring duty on the Collateral Agent or to require the Collateral Agent to investigate absent a Default Assertion Notice.

13.3 Election of Enforcement Path; Requisite Lenders; Timing

Within fifteen (15) Business Days following delivery of the Confirmed Default Notice (the “Election Period”), the Requisite Lenders shall deliver written instructions to the Collateral Agent electing one of the exclusive enforcement paths: (a) statutory foreclosure pursuant to the Mortgage; or
(b) agent-directed market sale pursuant to Article XIV.

Failure of the Requisite Lenders to timely deliver such instruction shall constitute an election of agent-directed market sale unless the Election Period is extended by unanimous written consent of all Lenders.

13.4 Agent Duty to Act Upon Election

Upon receipt of a valid election by Requisite Lenders, the Collateral Agent shall be obligated to commence the elected enforcement path, and failure to do so constitutes a breach of the Collateral Agent’s mandatory duties under the Loan Documents, subject to impossibility or illegality.

13.5 No Personal Recourse; Property-Only Recovery

All enforcement remedies are strictly limited to the Property and proceeds thereof. No personal liability shall attach to Borrower.

13.6 Suspension of Interest Accrual Upon Confirmed Default

Effective upon issuance of the Confirmed Default Notice, no further interest shall accrue on funded and deposit obligations. All interest accrued through such date shall be fixed and included in the enforcement payoff amount. No default interest, penalty interest, or other fee-based accrual shall be implied.

13.7 Return of Deposit and Funds Upon Confirmed Default

Upon issuance of a Confirmed Default Notice pursuant to this Article XIII, all unreleased Deposit Principal together with any unreleased Stage Funds held in escrow shall be returned to non-defaulting Lenders within five (5) Business Days following such issuance, any Deposit Interest accrued and any incremental costs shall be paid from the Collateral Reserve Escrow in accordance with Section 4.7.

ARTICLE XIV — ENFORCEMENT PATHS; PROCEEDS; SURPLUS TO BORROWER

14.1 Statutory Foreclosure

If statutory foreclosure is elected, the Collateral Agent shall conduct foreclosure under the statutory power of sale granted by the Mortgage, consistent with the Loan Documents.

14.2 Agent-Directed Market Sale

If agent-directed market sale is elected, the Collateral Agent shall record the escrowed deed-in-lieu solely for liquidation and distribution purposes.

14.3 Listing Price Proposal; Requisite Lender Approval; Failure-to-Approve Fallback; Limited Discretion

Following election of Agent-Directed Market Sale, the Collateral Agent shall engage, within ten (10) Business Days: (i) one professional appraiser, and
(ii) two licensed real estate brokers.

The Collateral Agent shall obtain a price reference from each and, based solely on such reference materials, shall propose to all Lenders in writing an initial listing price that is the average of the three references obtained (the “Proposed Listing Price”). The Collateral Agent shall have no authority to fix, approve, or implement any listing price absent lender approval as provided below.

(a) Lender Approval of Listing Price.
The Proposed Listing Price shall become effective only upon written approval by Requisite Lenders. Alternatively, Requisite Lenders may, in lieu of approving the Proposed Listing Price, deliver written instructions approving a specific listing price or a listing price range, which shall be binding on the Collateral Agent.

(b) Failure to Approve Initial Listing Price.
If Requisite Lenders do not approve the Proposed Listing Price or otherwise fail to deliver an alternative approved price or price range within ten (10) Business Days of receipt of the Collateral Agent’s proposal, then the Collateral Agent shall proceed with the Agent-Directed Market Sale using the Proposed Listing Price as the effective initial listing price.

(c) Price Adjustments and Offer Acceptance. After the Property has been listed at an effective listing price under subsection (a) or (b), any reduction in listing price, material change in marketing strategy, or acceptance of a purchase offer shall require prior written approval of Requisite Lenders.

(d) Election of Broker or Foreclosure
The Requisite Lenders may elect at any time, through explicit written notice to the Collateral Agent, to engage one or more real estate broker, or to return to the statutory foreclosure election, such election may result in additional service fees by the Collateral Agent and/or broker commission fees to be deducted from default sales proceeds.

14.4 Application of Proceeds

All net proceeds received from any foreclosure sale, deed-in-lieu transaction, or agent-directed market sale conducted pursuant to this Agreement shall be applied in the following order and priority: (a) First, all fees, costs, and expenses of the Collateral Agent arising in connection with any default, unwind, enforcement action, foreclosure, or agent-directed market sale shall be paid exclusively from the Collateral Reserve Escrow in accordance with Section 4.7; (b) Second, to payment in full of all outstanding Tranche A secured obligations, including all released principal and all accrued and unpaid interest thereon, until such obligations are satisfied in full; (c) Third, only after satisfaction in full of Tranche A secured obligations, to payment in full of all outstanding Tranche B secured obligations, including all released principal and all accrued and unpaid interest thereon; (d) Fourth, to payment of any other amounts expressly payable to the Lenders under the Loan Documents; and (e) Finally, any remaining surplus shall be paid to Borrower, without setoff or recapture.

14.5 Preservation of Non-Recourse

No action taken under this Article XIV shall create personal liability for Borrower. Recovery remains strictly limited to the Property and proceeds.

ARTICLE XV — JOINDER; ACCESSION; REPLACEMENT LENDERS

15.1 Joinder; Modification; Borrower-Authorized Replacement Incentives

Replacement lenders may join to replace Defaulting Lenders through a joinder and accession agreement binding such replacement lenders to all existing Loan Documents without modifying any mechanics, or otherwise alter, impair, or reduce any existing Lender’s position, distribution rights, interest components, repayment priority, enforcement rights, or any other rights or protections under the Loan Documents;

Borrower shall prepare and deliver to the Collateral Agent a proposed updated Loan Schedule Rider reflecting the specific economic term applicable only to such replacement lender. The Collateral Agent shall validate and circulate such validated update in accordance with Article IX.

15.2 Rider Updates Upon Joinder

Upon joinder, Borrower shall prepare and deliver to the Collateral Agent a proposed updated Loan Schedule Rider reflecting the replacement lender’s commitment and stage allocations. The Collateral Agent shall have no duty to prepare or infer such update, and shall act solely to validate and circulate the updated Rider in accordance with Article IX.

ARTICLE XVI — BUILDER’S RISK INSURANCE; TITLE INSURANCE; LENDER ACCESS

16.1 Exposure-Based Builder’s Risk Insurance

(a) Insurance Trigger Based on Insurable Exposure.
Borrower shall not be required to maintain builder’s risk or course-of-construction insurance with respect to the Property unless and until the aggregate replacement value of insurable property located on or incorporated into the Property and subject to potential casualty loss (the “Insurable Exposure”) reasonably exceeds Fifty Thousand Dollars (50,000).

For purposes of this Section, “Insurable Exposure” shall include, without limitation, construction materials, components, and partially completed improvements that are present on site or incorporated into the work and that could reasonably suffer a covered loss, but shall exclude existing structures or components intentionally scheduled for demolition, subsurface or non-exposed improvements (including footings and foundation walls), land value, soft costs, contractor or owner equipment, and any other items not customarily insured under a builder’s risk policy.

(b) Scope and Amount of Required Coverage.
Once the Insurable Exposure threshold described in subsection (a) has been exceeded, Borrower shall maintain builder’s risk or similar course-of-construction property insurance only in an amount reasonably estimated, in good faith, to be sufficient to cover the then-existing Insurable Exposure, and not the completed or projected value of the Property.

Borrower shall have discretion, exercised in good faith, to determine the appropriate policy limits, covered property categories, exclusions, and duration of such insurance, provided that such insurance is commercially reasonable in light of the nature, stage, and risk profile of the construction activities then underway.

(c) Adjustment, Reduction, and Termination.
Borrower may increase, reduce, suspend, or terminate such insurance from time to time as the Insurable Exposure increases, decreases, or is eliminated, including upon enclosure, stabilization, conversion to permanent property insurance, or completion of the relevant construction phase, without constituting a default, so long as Borrower continues to comply with the good-faith exposure-based standard set forth herein.

(d) Evidence of Coverage; No Monitoring Duty.
Upon written request by the Collateral Agent made at the direction of Lenders holding the requisite consent required under this Agreement, Borrower shall provide reasonable evidence of the existence of such insurance, if then required pursuant to this Section.

The Collateral Agent shall have no duty to monitor construction progress, assess Insurable Exposure, evaluate coverage adequacy, track policy status, or advise any party with respect to insurance matters, and may conclusively rely on Borrower’s good-faith determinations hereunder.

(e) Borrower Discretion; Gross Negligence Standard.
Borrower’s determinations regarding the existence, amount, scope, adjustment, or termination of builder’s risk or course-of-construction insurance pursuant to this Section shall be conclusive and binding on all parties, and shall not be subject to challenge, review, or override, except in the event of Borrower’s gross negligence as established by this subsection (e).

For purposes of this Section, “gross negligence” shall mean a demonstrable and substantial failure by Borrower to obtain any property insurance coverage whatsoever at a time when the Insurable Exposure clearly and materially exceeds the threshold set forth herein, and where such failure is supported by credible, objective evidence of then-existing Insurable Exposure.

A Lender or group of Lenders shall have the right to compel Borrower to obtain, increase, or modify insurance coverage if: (i) one or more Lenders delivers to the Borrower, independent written determination issued by licensed construction cost estimators of the Insurable Exposure then present;
(ii) such estimate establishes a material exceedance of the applicable threshold;

Absent satisfaction of all of the foregoing conditions, Borrower shall retain exclusive discretion with respect to insurance matters under this Section, and neither the Lenders nor the Collateral Agent shall have any right to require action by Borrower.

16.2 Builder’s Risk Insurance Proceeds.

Any proceeds payable under a builder’s risk or course-of-construction insurance policy maintained with respect to the Property shall be applied, at Borrower’s election exercised in good faith, either (a) toward the repair or restoration of the damaged improvements, or (b) as a prepayment of outstanding obligations under the Loan Documents.

In the case of repair or restoration, such proceeds may be disbursed directly to contractors, suppliers, or other third parties performing the work, or to Borrower for application to such repair or restoration, as determined by Borrower. The Collateral Agent shall have no duty to monitor, supervise, or control the application of such proceeds.

In the event Borrower elects to apply such proceeds as a prepayment, such application shall be treated as a voluntary prepayment and applied in accordance with the Loan Documents. No insurance proceeds shall be paid directly to any Lender except as required by applicable law or by the terms of the applicable insurance policy.

16.3 Lender and Inspector Access to Property

(a) Permissive Access; Borrower Control.
From time to time, and subject to Borrower’s prior consent (which may be granted or withheld in Borrower’s discretion), Borrower may permit one or more Lenders to access the Property solely for casual, non-invasive observation of the project (each, a “Permitted Visit”). Borrower shall have the right to set the timing, duration, scope, and conditions of any Permitted Visit, including denial or rescheduling for safety, scheduling, or operational reasons.

(b) Non-Disruption Requirement.
Any Permitted Visit shall be conducted in a manner that does not delay, disrupt, interfere with, or condition construction activities, inspections, permitting, staged funding calls or releases, or Borrower’s means and methods of construction. No Lender shall communicate with contractors, subcontractors, inspectors, or vendors, or provide instructions or comments regarding the work.

(c) No Inspection; No Reliance.
Permitted Visits are for observation only and shall not constitute inspections, approvals, audits, or evaluations of the Property or the work. No Lender may rely on any Permitted Visit for any purpose, and no inference shall be drawn regarding project status, quality, progress, compliance, or value based on any such visit.

(d) No Effect on Rights or Obligations.
Permitted Visits shall have no effect on the rights, obligations, remedies, or enforcement mechanics of any party under the Loan Documents, including without limitation staged funding, default determinations, or non-recourse protections.

(e) No Duties Created.
No Permitted Visit shall create or imply any monitoring, inspection, advisory, or fiduciary duty on the part of Borrower, the Collateral Agent, or any Lender. The Collateral Agent shall have no duty to arrange, attend, supervise, or evaluate any Permitted Visit.

16.3 Lender Access to Property

(a) Lender Access

(i)Borrower may, in its discretion, permit one or more Lenders to access the Property solely for casual, non-invasive observation, subject to Borrower’s scheduling, safety, and operational requirements. Any such access shall be observational only and no Lender may rely on any such access for any purpose under the Loan Documents.

(ii) Lender access shall not interfere with construction activities, inspections, staged funding mechanics, or Borrower’s means and methods of construction, and shall have no effect on Stage Funds releases, default determinations, or enforcement rights.

(b) Independent Inspector Access Notwithstanding the foregoing, the Borrower shall permit access to the Property by an Independent Inspector engaged by the Collateral Agent pursuant to Section 7.1, solely for purposes of conducting a stage progress inspection.

16.4 Title Insurance

Borrower shall procure and pay for a lender-only title insurance policy for the benefit of the Lenders, as coordinated by the Collateral Agent or closing attorney. Borrower acknowledges that this requirement is for the protection of the Lenders and shall not be deemed to create any monitoring duty.

ARTICLE XVII — AMENDMENTS; CONSENT LOCK; NO LENDER-ONLY MODIFICATION

No amendment, modification, waiver, or supplement to this Agreement shall be effective if it would directly or indirectly alter, expand, or affect Borrower’s rights, obligations, remedies, enforcement mechanics, sequencing, or economic exposure, unless Borrower has provided prior written consent thereto.

ARTICLE XVIII — MISCELLANEOUS

18.1 Electronic Execution; Counterparts

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

18.2 Notices

All notices required or permitted herein shall be delivered by electronic mail as set forth in Section 5.3, unless a Party expressly requests paper delivery in writing.

18.3 Entire Agreement

Together with the other Loan Documents, this Note constitutes part of the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and understandings, whether oral or written, relating thereto.

18.4 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

18.5 Governing Law; Venue

This Agreement shall be governed by Massachusetts law. Venue shall lie in Middlesex County, Massachusetts, subject to mandatory venue statutes.

END OF LOAN COMMITMENT AND ESCROW AGREEMENT

LOAN COMMITMENT AND ESCROW AGREEMENT

TABLE OF CONTENTS

ARTICLE I — PREAMBLE; TRANSACTION OVERVIEW; COLLATERAL AGENT

ARTICLE II — DEFINITIONS; INTERPRETATION

ARTICLE III — CONDITIONAL EXECUTION; CONDITIONAL EFFECTIVENESS; NO PRE-CLOSING INDEBTEDNESS

ARTICLE IV — LOAN COMMITMENTS; PRE-DEPLOYMENT STAGES; DEPOSIT MECHANICS

ARTICLE V — ESCROW ACCOUNTS; SEGREGATION; CUSTODY

ARTICLE VI — FUNDING CALLS; FUNDING INSTRUCTIONS; RETRY MECHANICS; LENDER DEFAULT

ARTICLE VII — STAGED FUNDING AND RELEASE STRUCTURE

ARTICLE VIII — INTER-LENDER GOVERNANCE; COLLECTIVE ACTION

ARTICLE IX — LOAN SCHEDULE RIDER; BORROWER DUTIES; BORROWER-INITIATED UNWIND

ARTICLE X — INTEREST; ECONOMIC COMPONENTS; NO PERIODIC PAYMENTS

ARTICLE XI — REPAYMENT FRAMEWORK; REPAYMENT ESCROW; STAGE DESIGNATION

ARTICLE XII — EVENTS OF DEFAULT

ARTICLE XIII — DEFAULT CONFIRMATION; ENFORCEMENT ELECTION; INTEREST CESSATION

ARTICLE XIV — ENFORCEMENT PATHS; PROCEEDS; SURPLUS TO BORROWER

ARTICLE XV — JOINDER; ACCESSION; REPLACEMENT LENDERS

ARTICLE XVI — BUILDER’S RISK INSURANCE; TITLE INSURANCE; ACCESS

ARTICLE XVII — AMENDMENTS; CONSENT LOCK

ARTICLE XVIII — MISCELLANEOUS

ARTICLE I — PREAMBLE; TRANSACTION OVERVIEW; COLLATERAL AGENT

1.1 Purpose;

1.2 No Equity; No Partnership; No Joint Venture

1.3 Two-Tranche, Two-Mortgage Structure; Priority Framework

1.4 Appointment of Collateral Agent

1.5 Source and Scope of Authority

1.6 Ministerial, Administrative, and Professional Capacity Standard

1.7 Escrow and Custodial Functions

1.8 Administrative Review

1.9 Reliance

1.10 No Duty to Monitor or Initiate Action

1.11 No Discretion to Alter Mechanics; No Re-Ordering

1.12 Enforcement Role

1.13 Agent Compensation

1.14 Replacement or Resignation of Collateral Agent

ARTICLE II — DEFINITIONS; INTERPRETATION

2.1 Defined Terms

2.2 Interpretation; No Implied Monitoring or Supervisory Duties

ARTICLE III — CONDITIONAL EXECUTION; CONDITIONAL EFFECTIVENESS; NO PRE-CLOSING INDEBTEDNESS

3.1 Conditional Execution of Downstream Instruments

3.2 No Indebtedness; No Lien Prior to Acquisition Closing

3.3 Escrow Custody of Instruments

ARTICLE IV — LOAN COMMITMENTS; PRE-DEPLOYMENT STAGES; DEPOSIT MECHANICS

4.1 Commitment; Binding Effect; Counterparts

4.2 Pre-Deployment Stage

4.3 Deposit Principal Requirement; Separate Escrow

4.4 Deposit Interest; Accrual; Fixation;

4.5 Deposit Forfeiture Upon Lender Default

4.6 Pre-Deployment Stage Unwind

4.7 Collateral Reserve Escrow

4.8 Pre-Deployment Stage Unwind Administration; Agent Costs

4.9 Tranche Allocation; Mortgage Attachment; Lien Priority

(a) Purpose and Structure

(b) Allocation of Released Principal

(c) Allocation of Interest

(d) Timing and Preconditions of Allocation

(e) Mortgage Attachment and Scope

(f) No Cross-Collateralization

(g) No Security for Unreleased or Returnable Amounts

(h) Exclusivity

4.10 Negative Encumbrance Covenant

ARTICLE V — ESCROW ACCOUNTS; SEGREGATION; CUSTODY

5.1 Establishment of Deposit and Funding Escrow Accounts; Records

5.2 Custodial Holding Only; No Investment; No Encumbrance

5.3 Automated Account Alerts; Statements; Electronic Delivery; No Separate Confirmation Duty

ARTICLE VI — FUNDING CALLS; FUNDING INSTRUCTIONS; RETRY MECHANICS; LENDER DEFAULT

6.1 Borrower-Managed Lender Onboarding Procedure.

6.2 Deposit Funding Call Generally

6.3 Stage Funding Call Generally

6.4 Direct Draw Authorization

6.5 Proof of Wire; Receipt; Automated Visibility;

6.6 Funding Deadline (21 Business Days)

6.7 Retry Procedure

6.8 Lender Default; Validation; Notice

6.9 Consequences of Lender Default; Deposit Forfeiture; Survival of Released Principal

ARTICLE VII — STAGED FUNDING AND RELEASE STRUCTURE

7.0 Maximum Principal Amount; Deposit and Stage Principal Amount

7.1 Engagement of Independent Inspector

7.2 Tranche A Funding and Release

7.2.1 Stage 1 Funding Conditions