Contract analysis

ARTICLE 1 — DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Unless otherwise indicated, all references to Sections, Articles, Exhibits, and Schedules are references to the Sections, Articles, Exhibits, and Schedules of this Agreement. "Adjusted Net Operating Income" means, for any Test Period, Net Operating Income for such period after deduction of (a) a managemen

Section 1.2 — Principles of Construction Unless the context otherwise requires, the following rules of construction shall apply to this Agreement: (a) The singular includes the plural and vice versa, and each gender includes each other gender. (b) The word "including" (and correlative words such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement

Section 2.1 — Agreement to Lend; Loan Amount (a) Subject to the terms and conditions set forth in this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of Borrower contained herein and therein, Lender hereby agrees to make the Loan to Borrower in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00). (b) The Loan shall be funded in ful

Section 2.2 — The Note (a) The Loan shall be evidenced by the Note, executed by Borrower and payable to the order of Lender in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000), substantially in the form attached hereto as Exhibit A. (b) The Note is subject to and shall be construed in accordance with the terms and conditions of this Agreement. In the event of any conflict or inco

Section 2.3(a) — Interest Rate. The outstanding principal balance of the Loan shall bear interest at a fixed rate of eleven and 50/100 percent (11.50%) per annum (the "Interest Rate"), calculated on the basis of a three hundred sixty (360)-day year and the actual number of days elapsed. For purposes of determining the amount of each monthly interest payment, interest shall be computed using a 30/360 day count convent

Section 2.3(b) — Interest-Only Payments. Interest only on the outstanding principal balance of the Loan shall be due and payable monthly in arrears on each Interest Payment Date, commencing on the first Business Day of the first calendar month following the Closing Date (which shall be July 1, 2025). For the avoidance of doubt, the initial interest payment shall include interest accrued from and including the Closing

Section 2.3(c) — Default Interest. Upon the occurrence and during the continuance of any Event of Default, all outstanding principal of the Loan shall, without notice or demand, bear interest at the Default Rate of per annum (being the Interest Rate of 11.50% plus ), effective from the date of the occurrence of such Event of Default until such Event of Default is cured (if susceptible to cure) or the Loan is repaid i

Section 2.3(d) — Interest Accrual; Computation. Interest on the Loan shall accrue from and including the Closing Date to but excluding the date on which the Loan is repaid in full. For purposes of daily interest accrual, interest shall be computed on the basis of a 360-day year and the actual number of days elapsed. For purposes of determining the amount of each scheduled monthly interest payment, interest shall be c

Section 2.4 — Term; Extension Options

Section 2.4(a) — Initial Term and Maturity. The initial term of the Loan shall commence on the Closing Date (June 15, 2025) and shall expire on the Initial Maturity Date (June 15, 2029), being a period of forty-eight (48) months. On the Maturity Date (as the same may be extended pursuant to this Section 2.4), the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest, and all

Section 2.4(b) — Extension Options. Borrower shall have two (2) options to extend the Maturity Date (each, an "Extension Option"), each for a period of one (1) year, upon satisfaction of all Extension Conditions set forth in Section 2.4(c) below. If the first Extension Option is validly exercised, the Maturity Date shall be extended to the First Extended Maturity Date (June 15, 2030). If the second Extension Option i

Section 2.4(c) — Extension Conditions. Each Extension Option is subject to the timely satisfaction of all of the following conditions precedent (collectively, the "Extension Conditions"), each of which must be satisfied as of the date of the extension notice and on the date the applicable Extension Option becomes effective: (i) No Event of Default shall have occurred and be continuing, either at the time of the exten

Section 2.5(a) — Lockout Period. No voluntary prepayment of the Loan, in whole or in part, shall be permitted during the first months following the Closing Date (the period from and including the Closing Date through and including , the "Lockout Period"). Any tender of prepayment during the Lockout Period shall be void and of no force or effect, and Lender shall have no obligation to accept any such prepayment.

Section 2.5(b) — Voluntary Prepayment after Lockout. After the expiration of the Lockout Period, the Loan may be prepaid in whole upon not less than prior irrevocable written notice to Lender specifying the proposed prepayment date (which must be a Business Day). Such notice, once given, shall be irrevocable and shall obligate Borrower to prepay the Loan on the date specified therein. All voluntary prepayments shall

Section 2.5(c) — Mandatory Prepayment. Mandatory prepayment of the Loan shall be required in the following circumstances: (i) Casualty or Condemnation. In the event of any Casualty or Condemnation, to the extent net insurance proceeds or condemnation awards (as applicable) are required to be applied to the Loan pursuant to the Intercreditor Agreement, after satisfaction of the Senior Loan and subject to the restorati

Section 2.5(d) — Repayment at Maturity. On the Maturity Date (as the same may be extended pursuant to Section 2.4), all outstanding principal, all accrued and unpaid interest, and all other amounts due and payable under the Loan Documents shall be immediately due and payable in full, without notice or demand.

Section 2.6 — Origination Fee On the Closing Date, Borrower shall pay to Lender a nonrefundable origination fee in the amount of Three Million and No/100 Dollars ($3,000,000.00), representing one and 50/100 percent (1.50%) of the original principal amount of the Loan (the "Origination Fee"). The Origination Fee shall be deemed fully earned as of the Closing Date and is not subject to refund, rebate, proration, or off

Section 2.7 — Cash Management; Lockbox

Section 2.7(a) — Cash Management Account. Borrower shall cause Mortgage Borrower to establish and maintain, at all times during the term of the Loan, a lockbox account and a cash management account as required under the Senior Loan Agreement and the Senior Loan Documents (collectively, with any related operating accounts and reserve accounts, the "Cash Management Account"). Lender shall have a subordinate interest in

Section 2.7(b) — Application of Swept Funds. Funds swept to the Mezzanine Cash Management Account during a Cash Sweep Period shall be applied as follows: (i) During a Cash Sweep Period triggered by the Combined DSCR falling below (and no Event of Default exists): swept funds shall be held by Lender as additional collateral for the Loan and shall (ii) During a Cash Sweep Period triggered by an Event of Default: swept

Section 2.7(c) — Release of Swept Funds. Upon the cessation of a Cash Sweep Period (which shall occur only when (A) the Combined DSCR has been restored to at least for following the Test Period in which the Combined DSCR first fell below , and (B) all Events of Default have been cured to Lender's satisfaction), any amounts remaining in the Mezzanine Cash Management Account that have not been applied to the Loan or ot

Section 2.8 — Late Charge If any payment of interest or any other amount payable under this Agreement or the Note is not received by Lender within five (5) calendar days after its due date, Borrower shall pay to Lender, in addition to any default interest payable under Section 2.3(c), a late charge equal to of the delinquent payment amount. The parties agree that the late charge represents a reasonable estimate of th

Section 2.9 — Payments; Application (a) All payments of principal, interest, fees, and other amounts due under this Agreement and the Note shall be made in immediately available funds, by wire transfer to such account as Lender shall designate in writing from time to time, without setoff, counterclaim, defense, abatement, or deduction of any kind. As of the Closing Date, Lender's wire transfer instructions are as fol

Section 2.10 — Taxes (a) All payments of principal, interest, and other amounts by Borrower under this Agreement and the other Loan Documents shall be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments, or other charges of whatever nature imposed by any governmental authority (collectively, "Taxes"), other than taxes imposed on or

Section 2.11 — Construction Period; Conversion

Section 2.11(a) — Construction Period. The Construction Period shall commence on the Closing Date and shall continue until the Conversion Date. During the Construction Period, the additional construction covenants set forth in Article 7 shall apply. Borrower shall cause Mortgage Borrower to deliver monthly construction draw requests and progress reports to Lender, as more fully described in Section 7.4. The financial

Section 2.11(b) — Conversion Conditions. The Conversion from the Construction Period to the Term Period shall occur upon the satisfaction (or waiver by Lender in writing) of all of the following conditions (the "Conversion Conditions"): (i) Substantial Completion of the Improvements shall have occurred the approved plans and specifications and the Budget. (ii) The First TCO shall have been issued by the New York City

ARTICLE 3 — INTENTIONALLY OMITTED This Article 3 is intentionally omitted and reserved for future use or to maintain consistency with the article numbering of the Senior Loan Agreement. All references herein to Article 3 or any Section thereof shall be deemed to be references to this reservation.

ARTICLE 4 — CONDITIONS PRECEDENT

Section 4.1 — Conditions Precedent to Closing The obligation of Lender to fund the Loan on the Closing Date is subject to the satisfaction (or waiver by Lender in its sole discretion) of each and all of the following conditions precedent, each in form and substance satisfactory to Lender and Lender's counsel:

Section 4.1(a) — Loan Documents. Borrower shall have duly executed and delivered, or caused to be duly executed and delivered, to Lender all Loan Documents, each in form and substance satisfactory to Lender and Lender's counsel, including without limitation: (i) This Agreement; (ii) The Note, in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000), substantially in the form attached

Section 4.1(b) — Senior Loan Closing. The Senior Loan shall be closing simultaneously with the Loan, and Lender shall have received: (i) Evidence of the simultaneous closing of the Senior Loan in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000) with Ironclad National Bank, N.A., as administrative agent; (ii) Fully executed copies of the Senior Loan Documents (or the

Section 4.1(c) — Intercreditor Agreement. Lender shall have received the fully executed Intercreditor Agreement, duly executed by Ironclad National Bank, N.A. (as Senior Lender) and Granite Peak Capital Partners, LP (as Mezzanine Lender), in form and substance , establishing the relative rights, remedies, and priorities of Senior Lender and Lender with respect to the Collateral, the Property, and the cash management

Section 4.1(d) — Organizational Documents. Lender shall have received certified copies of the following organizational documents, each in form and substance satisfactory to Lender: (i) The Certificate of Formation and Operating Agreement of Borrower (Hudson Yards West Mezzanine LLC), as filed with and certified by the Delaware Secretary of State and as currently in effect; (ii) The Certificate of Formation and Operat