Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Approved Annual Budget" means the operating and capital budget for the Property approved (or deemed approved) by Mezzanine Lender pursuant to Section 7.4 of the Mezzanine Loan Agreement for each calendar year during the term of the Mezzanine Loan, as such budget may be modified from time to time with t

Section 1.2 — Rules of Construction For purposes of this Agreement, unless the context otherwise requires: (a) Words importing the singular number shall include the plural, and vice versa, and words importing any gender shall include all genders. (b) The words "hereof," "herein," "hereto," and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this

ARTICLE 2 — APPOINTMENT AND AUTHORITY OF DEPOSITORY BANK

Section 2.1 — Appointment Mezzanine Borrower and Mezzanine Lender hereby jointly appoint Depository Bank to establish and maintain the Mezzanine Accounts in accordance with the terms and conditions of this Agreement and to hold, invest, and disburse funds deposited in the Mezzanine Accounts in the manner set forth herein. Depository Bank hereby accepts such appointment and agrees to perform its obligations hereunder,

Section 2.2 — Depository Bank's Duties The duties and obligations of Depository Bank under this Agreement shall be limited to the ministerial functions expressly set forth herein, and Depository Bank shall have no implied duties, obligations, or responsibilities hereunder. Without limiting the generality of the foregoing: (a) Depository Bank shall act solely upon and in accordance with written instructions received f

Section 2.3 — Standard of Care Depository Bank shall exercise the standard of ordinary care customarily observed by commercial depository institutions in the City of New York, State of New York, in the performance of its duties and obligations hereunder. Depository Bank shall not be liable for any loss, liability, claim, damage, cost, or expense arising from or in connection with the performance of its duties hereund

Section 2.4 — Compensation and Indemnification (a) Fees. Mezzanine Borrower shall pay to Depository Bank the customary account maintenance fees, transaction fees, and other charges assessed by Depository Bank in connection with the establishment, maintenance, and operation of the Mezzanine Accounts, as set forth in Depository Bank's standard fee schedule provided to Mezzanine Borrower and Mezzanine Lender from time t

Section 2.5 — Resignation and Removal (a) Resignation. Depository Bank may resign from its duties and obligations under this Agreement by providing not less than thirty (30) days' prior written notice of such resignation to Mezzanine Borrower and Mezzanine Lender. Such resignation shall become effective upon the appointment of a successor depository bank and the transfer of all funds held in the Mezzanine Accounts to

Section 2.6 — Relationship to Depository Bank's Other Capacities The parties hereto acknowledge and agree that Ironclad National Bank, N.A. serves simultaneously in the following capacities: (i) as Senior Agent under the Senior Loan Agreement, (ii) as depository bank under the Senior Cash Management Agreement, and (iii) as Depository Bank under this Agreement. No conflict of interest or breach of any duty shall be de

ARTICLE 3 — ESTABLISHMENT OF ACCOUNTS

Section 3.1 — Mezzanine Accounts On or prior to the Closing Date, Mezzanine Borrower shall establish and maintain the following Eligible Accounts at Depository Bank (collectively, the "Mezzanine Accounts"), each of which shall be held in the name of Mezzanine Borrower or as otherwise specified below: (a) Mezzanine Operating Account. An account entitled "Hudson Yards West Mezzanine LLC — Mezzanine Operating Account" (

Section 3.2 — Account Control Each Mezzanine Account shall be subject to a separate Account Control Agreement among Mezzanine Borrower, Mezzanine Lender, and Depository Bank, substantially in the form attached hereto as Exhibit A (each, an "Account Control Agreement"), which shall be executed and delivered simultaneously with this Agreement. Each Account Control Agreement shall be in form and substance satisfactory t

Section 3.3 — Subordination to Senior Lien The parties hereto expressly acknowledge and agree that all Mezzanine Accounts and all amounts on deposit therein or credited thereto from time to time are subordinate to the rights, interests, and claims of Senior Agent under the Senior Cash Management Agreement, the Senior Loan Documents, and the Intercreditor Agreement. Without limiting the generality of the foregoing: (a

Section 3.4 — No Commingling Funds in each Mezzanine Account shall at all times be held separately and shall not be commingled with any other funds of Mezzanine Borrower, Mezzanine Lender, Depository Bank, or any affiliate of any of the foregoing. Each Mezzanine Account shall be separately identified on the books and records of Depository Bank and shall constitute a separate and distinct deposit account. No Mezzanine

Section 4.1 — Mezzanine Debt Service Reserve (a) Initial Funding. On the Closing Date, Mezzanine Borrower shall deposit into the Mezzanine Debt Service Reserve Account the initial Mezzanine Debt Service reserve deposit in an amount equal to three (3) months' interest on the Mezzanine Loan, calculated at the rate of 11.50% per annum on the initial outstanding principal balance of $200,000,000 (such amount, the "Initia

Section 4.2 — Mezzanine Extension Reserve In the event that Mezzanine Borrower elects to extend the Mezzanine Loan beyond its initial maturity date in accordance with the extension provisions set forth in the Mezzanine Loan Agreement, Mezzanine Borrower shall fund a Mezzanine Extension Reserve Account in the amount and on the terms and conditions set forth in the Mezzanine Loan Agreement (the "Mezzanine Extension Res

Section 4.3 — Additional Reserves Mezzanine Lender shall have the right to require the establishment of additional reserve accounts upon the occurrence of specified events under the Mezzanine Loan Agreement, including, without limitation: (a) a mezzanine leasing reserve account, to be funded upon the occurrence of a Cash Management Trigger Event or as otherwise required by the Mezzanine Loan Agreement, to provide for

Section 4.4 — Investment of Reserves (a) All funds held in the Mezzanine Reserve Accounts shall be invested solely in Permitted Investments in accordance with Article 7. Mezzanine Borrower shall provide written investment direction to Depository Bank with respect to funds held in the Mezzanine Reserve Accounts, and in the absence of timely direction, Depository Bank shall invest such funds in investments described in

ARTICLE 5 — CASH MANAGEMENT AND CASH SWEEP TRIGGERS

Section 5.1 — Pre-Trigger Cash Management Prior to the occurrence of a Mezzanine Cash Management Trigger Event and at all times when no Cash Management Period or Cash Sweep Period is in effect: (a) All Mezzanine Excess Cash Flow shall be deposited into the Mezzanine Operating Account promptly upon receipt by Mezzanine Borrower (or by Depository Bank on behalf of Mezzanine Borrower pursuant to the standing instruction

Section 5.2 — Mezzanine Cash Management Trigger Events A "Mezzanine Cash Management Trigger Event" shall be deemed to have occurred upon the earliest to occur of any of the following events: (a) the occurrence of an Event of Default under the Mezzanine Loan Agreement; (b) the Combined DSCR falling below 1.20x for any calendar quarter, as calculated in accordance with the methodology set forth in the Intercreditor Agr

Section 5.3 — Mezzanine Cash Management Trigger Cure A Cash Management Period shall terminate upon the first to occur of any of the following, as applicable to the Mezzanine Cash Management Trigger Event giving rise to such Cash Management Period: (a) if the Cash Management Period was triggered by an Event of Default under clause (a) of Section 5.2, the cure or waiver of the applicable Event of Default in accordance

Section 5.4 — Mezzanine Cash Sweep Trigger Events A "Mezzanine Cash Sweep Trigger Event" shall be deemed to have occurred upon the earliest to occur of any of the following events: (a) the occurrence of an Event of Default under the Mezzanine Loan Agreement that remains uncured beyond any applicable notice and grace period provided therein; (b) the Combined DSCR falling below 1.10x for any calendar quarter, as calcul

Section 5.5 — Mezzanine Cash Sweep Trigger Cure A Cash Sweep Period shall terminate upon the first to occur of any of the following, as applicable to the Mezzanine Cash Sweep Trigger Event giving rise to such Cash Sweep Period: (a) if the Cash Sweep Period was triggered by an Event of Default under clause (a) of Section 5.4, the cure or waiver of the applicable Event of Default in accordance with the terms of the Mez

ARTICLE 6 — WATERFALL AND DISTRIBUTIONS

Section 6.1 — Mezzanine Waterfall On each Monthly Payment Date (or more frequently as directed by Mezzanine Lender during a Cash Management Period or Cash Sweep Period), Depository Bank shall apply funds in the Mezzanine Operating Account in the following order of priority (the "Waterfall"): (a) First — to Depository Bank, payment of all accrued and unpaid fees, charges, and expenses owed to Depository Bank under thi

Section 6.2 — Distribution Conditions Notwithstanding any other provision of this Agreement, funds in the Mezzanine Excess Cash Flow Account shall not be distributed or released to MTDC (as the equity holder of Mezzanine Borrower) or to any other person unless and until each of the following conditions (collectively, the "Distribution Conditions") has been satisfied as of the applicable distribution date: (a) no Even

Section 6.3 — Construction Period Provisions During the Construction Period (commencing on the Closing Date and continuing through the date of Substantial Completion, which is projected to occur on or about December 15, 2027): (a) No distributions shall be made from the Mezzanine Excess Cash Flow Account to MTDC or any other equity holder, and the Distribution Conditions shall be deemed incapable of satisfaction duri

Section 6.4 — Application During Event of Default Upon the occurrence and during the continuance of an Event of Default under the Mezzanine Loan Agreement: (a) Mezzanine Lender shall have the exclusive right to direct Depository Bank to apply all funds held in the Mezzanine Accounts (including the Mezzanine Operating Account, the Mezzanine Debt Service Reserve Account, the Mezzanine Pledge Account, and the Mezzanine

Section 6.5 — Intercreditor Subordination Notwithstanding anything in this Article 6 or elsewhere in this Agreement to the contrary, all rights of Mezzanine Lender under this Agreement with respect to the receipt, application, distribution, and enforcement of funds in the Mezzanine Accounts are subject and subordinate to the rights, interests, and claims of Senior Agent under the Senior Cash Management Agreement and