Contract analysis

Section 1.1 — Incorporation by Reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Senior Loan Agreement. In the event of any conflict between a defined term as used in the Senior Loan Agreement and a defined term as used in this Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 1.2 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Agent" means Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent for the Senior Lenders under the Senior Loan Agreement, together with its successors and assigns in such capacity. (b) "Borrower" means Hudson Yards West Mortgage LLC, a Delaware limite

Section 2.1 — Subordination of Management Agreement. Manager hereby irrevocably and unconditionally agrees that the Management Agreement and all of Manager's right, title, interest, claim, and demand thereunder and with respect thereto (including, without limitation, all Management Fees, all claims for payment or reimbursement, all liens or rights to liens, all rights to setoff, recoupment, or counterclaim, and all o

Section 2.2 — Subordination Absolute and Unconditional. The subordination set forth in Section 2.1 shall be absolute and unconditional and shall remain in full force and effect regardless of: (i) any amendment, modification, supplement, extension, renewal, consolidation, spreading, increase, or restatement of the Senior Loan Documents or the Mezzanine Loan Documents, whether or not notice thereof is given to Manager;

Section 2.3 — No Lien or Encumbrance. Manager shall not assert, claim, or file any lien, security interest, charge, or encumbrance of any kind or nature against the Property, any revenues derived therefrom (including rents, income, profits, and proceeds), or any interest of Borrower therein, in connection with the Management Agreement or Manager's performance of services thereunder. Manager hereby irrevocably waives

Section 3.1 — No Amendment or Termination. Manager shall not, without the prior written consent of Agent (and, for so long as the Mezzanine Loan remains outstanding, Mezzanine Lender), agree to, consent to, or effect any amendment, modification, supplement, restatement, or waiver of any provision of the Management Agreement, or consent to any termination, cancellation, or surrender of the Management Agreement. Any pu

Section 3.2 — No Assignment. Manager shall not assign, delegate, pledge, hypothecate, encumber, or otherwise transfer any of its rights, duties, interests, or obligations under the Management Agreement, whether by operation of law or otherwise, without the prior written consent of Agent and Mezzanine Lender. Any purported assignment, delegation, pledge, hypothecation, encumbrance, or transfer made in violation of thi

Section 3.3 — Management Fee Subordination. Upon the occurrence and during the continuance of a Cash Sweep Period (as defined in the Senior Loan Agreement, including, without limitation, any period during which (i) the Debt Service Coverage Ratio is less than 1.10:1.00, (ii) a Cash Management Trigger Event has occurred and is continuing, or (iii) an Event of Default has occurred and is continuing under the Senior Loa

Section 3.4 — Books, Records, and Reporting. Manager shall maintain complete, accurate, and current books and records relating to the management, operation, leasing, maintenance, and financial condition of the Property, in each case in accordance with generally accepted accounting principles consistently applied or such other accounting standards as may be required under the Senior Loan Documents. Manager shall, with

Section 3.5 — Insurance. Manager shall maintain, at its own expense (or as otherwise provided in the Management Agreement), all insurance coverages required of Manager under the Management Agreement and under the Senior Loan Documents, including, without limitation, commercial general liability insurance, professional liability (errors and omissions) insurance, workers' compensation insurance, and automobile liabilit

Section 3.6 — Compliance with Loan Documents. Manager acknowledges and confirms that it has received or been afforded the opportunity to review the Senior Loan Documents and the Mezzanine Loan Documents and is familiar with the provisions thereof relating to the management and operation of the Property. Manager agrees to perform its obligations under the Management Agreement in a manner consistent with the requiremen

Section 3.7 — Notices of Default. Manager shall promptly (and in any event within five (5) business days) notify Agent and Mezzanine Lender in writing of (a) any default or breach by Borrower under the Management Agreement, including, without limitation, any failure to pay Management Fees when due, (b) any default or breach by Manager under the Management Agreement, (c) any notice of termination or purported terminat

Section 4.1 — Termination Upon Event of Default. Agent (or Mezzanine Lender, subject to and in accordance with the terms and provisions of the Intercreditor Agreement) shall have the right, exercisable in its sole and absolute discretion, to terminate the Management Agreement upon not less than thirty (30) days' prior written notice to Manager and Borrower at any time following the occurrence and during the continuan

Section 4.2 — Termination Upon Foreclosure Event. Upon the occurrence of a Foreclosure Event, Agent (or Mezzanine Lender or Successor Owner, as applicable, and subject to the terms of the Intercreditor Agreement) shall have the right to terminate the Management Agreement immediately upon written notice to Manager, effective as of the date specified in such notice, which date may be the date of the Foreclosure Event i

Section 4.3 — Continuation at Lender's Election. Notwithstanding the provisions of Sections 4.1 and 4.2, Agent (or Mezzanine Lender or Successor Owner, as applicable) may, in its sole and absolute discretion, elect to continue the Management Agreement in full force and effect following an Event of Default or a Foreclosure Event. In the event of such election, which shall be evidenced by written notice to Manager, the

Section 4.4 — Cooperation Upon Termination. Upon any termination of the Management Agreement pursuant to this Section 4, or upon any other termination of the Management Agreement at any time while the Senior Loan or the Mezzanine Loan is outstanding, Manager shall: (a) immediately cease performing services under the Management Agreement, other than such emergency services as are reasonably necessary to protect the li

Section 4.5 — Payment of Accrued Fees. Upon any termination of the Management Agreement pursuant to this Section 4, Manager shall be entitled to receive only those Management Fees that were earned and accrued through and including the effective date of termination, to the extent that (i) such fees are not otherwise subordinated pursuant to Section 3.3 hereof, (ii) such fees are not the subject of any bona fide disput

Section 6.1 — Estoppel Confirmations. Manager hereby confirms, certifies, and acknowledges for the benefit of and as an inducement to Agent, the Senior Lenders, and Mezzanine Lender, that as of the date hereof: (a) Borrower is not in default under any provision of the Management Agreement, and no event has occurred and is continuing that, with the giving of notice or the passage of time, or both, would constitute a d

Section 6.2 — Ongoing Estoppel Obligations. Manager agrees that, upon written request of Agent or Mezzanine Lender, Manager shall execute and deliver to Agent or Mezzanine Lender (as applicable), and their respective successors and assigns, an updated estoppel certificate substantially in the form attached hereto as Exhibit B (or in such other form as Agent or Mezzanine Lender may reasonably request) within ten (10)

Section 7.1 — Method of Notice. All notices, demands, requests, consents, approvals, and other communications (each, a "Notice") required or permitted under this Agreement shall be in writing and shall be delivered by (i) personal delivery, (ii) nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), or (iii) certified mail, return receipt requested, pos

Section 7.2 — Effectiveness of Notice. Any Notice shall be deemed given and effective (a) upon receipt, if delivered by personal delivery, (b) on the next business day after deposit with a nationally recognized overnight courier service, if delivered by overnight courier, or (c) on the third (3rd) business day after deposit in the United States mail, if delivered by certified mail, return receipt requested. Refusal o

Section 7.3 — Change of Address. Any Party may change its address for receipt of Notices by delivering written notice of such change to all other Parties in accordance with this Section 7. Such change of address shall be effective upon receipt of such notice by all other Parties. SECTION 8 — MISCELLANEOUS

Section 8.1 — Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to or application of the conflicts-of-law principles thereof (other than Section 5-1401 of the New York General Obligations Law, which shall apply).

Section 8.2 — Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any state court of competent jurisdiction sitting in the Borough of Manhattan, City of New York, State of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of, rel

Section 8.3 — WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE MANAGEMENT AGREEMENT, THE SENIOR LOAN DOCUMENTS, THE MEZZANINE LOAN DOCUMENTS, OR ANY OF THE

Section 8.4 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Agent may freely assign its rights and obligations under this Agreement to any successor administrative agent under the Senior Loan Agreement or to any assignee or transferee of all or any portion

Section 8.5 — Amendments. No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by Manager, Agent, and Mezzanine Lender. No waiver of any provision of this Agreement shall be deemed a continuing waiver or a waiver of any other provision, nor shall it create a course of dealing or estoppel.

Section 8.6 — Entire Agreement. This Agreement (including all Exhibits attached hereto, which are incorporated herein by this reference) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations, warranties, understandings, and communications, whether written or oral, relating to such

Section 8.7 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided, however, that

Section 8.8 — Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, portable document format (PDF) electronic mail, or other electronic means shall be equally effective as delivery of an original

Section 8.9 — No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, remedy, or claim under or by reason of this Agreement; provided, however, that the Senior Lenders party to the Senior Loan Agreement (in

Section 8.10 — Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Management Agreement, the terms and provisions of this Agreement shall control and prevail in all respects, and the Management Agreement shall be deemed modified to the extent necessary to give full force and effect to this Agreement. Manager and Borrower hereb

Section 8.11 — Agent's and Mezzanine Lender's Rights; No Assumption of Obligations. Agent, the Senior Lenders, and Mezzanine Lender shall have no obligations or liabilities under the Management Agreement by virtue of this Agreement or by reason of any action taken or omitted to be taken pursuant hereto. Neither Agent, any Senior Lender, nor Mezzanine Lender shall be deemed to have assumed, nor shall any of them be li

Section 8.12 — Intercreditor Agreement. The respective rights, remedies, and priorities of Agent and Mezzanine Lender under this Agreement are subject to, and shall be exercised in accordance with, the terms and provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Intercreditor Agreement as between Agent and Mezzani