Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Pledge and Security Agreement, including all exhibits, schedules, and annexes attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Cash Management Account" means the mezzanine cash manage

Section 1.2 — Loan Agreement Definitions Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict or inconsistency between the definitions contained in this Agreement and the definitions contained in the Loan Agreement, the definitions contained in the Loan Agreement shall control and govern; provided, however

Section 1.3 — UCC Terms Terms defined in Article 8 or Article 9 of the UCC, including without limitation the terms "authenticate," "certificated security," "entitlement holder," "financial asset," "security," "security entitlement," "securities account," "securities intermediary," and "uncertificated security," and not otherwise defined herein, are used herein with the meanings ascribed to such terms in such articles

Section 1.4 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. (b) Words importing the singular number shall include the plural number and vice versa. Words importing any gender shall include all genders. Ref

ARTICLE 2 — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.1 — Pledged Collateral As security for the payment, performance, and observance of all Secured Obligations, Pledgor hereby pledges, assigns, hypothecates, and grants to Secured Party a continuing first priority security interest in and lien upon all of Pledgor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired, whether now existing or hereafter ari

Section 2.2 — Security for Obligations The Pledged Collateral secures the prompt, complete, and indefeasible payment, performance, and observance of all Secured Obligations, including without limitation the payment of the principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00), together with interest thereon at the rate of eleven and one-half percent (11.50%) per annum fixed (or at the Default Ra

Section 2.3 — Continuing Security Interest The security interest granted hereunder is a continuing security interest and shall remain in full force and effect until the Termination Date. The security interest shall not be affected, impaired, or diminished by any amendment, modification, supplement, extension, renewal, or restatement of any of the Loan Documents or the Secured Obligations, or by any failure to enforce

Section 2.4 — Collateral Not Constituting "Securities" — Opt-In Election Pledgor acknowledges and confirms that the Pledged Interests are membership interests in Hudson Yards West Mortgage LLC, a Delaware limited liability company, and that, in the absence of an opt-in election under Section 8-103(c) of the UCC and Section 18-702(c) of the Delaware Limited Liability Company Act ("DLLCA"), such membership interests wo

ARTICLE 3 — DELIVERY OF PLEDGED COLLATERAL; PERFECTION

Section 3.1 — Delivery of Certificates Simultaneously with the execution and delivery of this Agreement, Pledgor shall deliver to Secured Party, and Pledgor represents and warrants that Pledgor has on the date hereof delivered to Secured Party, the following: (a) The original certificate(s) representing one hundred percent (100%) of all issued and outstanding membership interests in the Pledged Entity, including with

Section 3.2 — UCC Financing Statements Pledgor hereby authorizes Secured Party to prepare, execute (to the extent Pledgor's signature is not required), and file initial UCC-1 financing statements, and any and all amendments, continuations, and supplements thereto, in the following jurisdictions and with the following filing offices: (a) The Office of the Secretary of State of the State of Delaware (being the jurisdic

Section 3.3 — Further Perfection Actions Pledgor shall, from time to time, upon the reasonable request of Secured Party, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, agreements, and certificates as Secured Party may reasonably request to create, perfect, maintain, continue, and protect the first priority perfected security in

Section 3.4 — No Other Liens The security interest granted hereunder shall at all times constitute a first priority security interest in and lien upon the Pledged Collateral, subject to no other liens, encumbrances, security interests, charges, claims, or restrictions of any kind, other than Permitted Encumbrances as expressly permitted under the Loan Agreement. Pledgor shall at all times defend the title to and the

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES Pledgor hereby represents and warrants to Secured Party as of the date hereof and as of the date of each advance under the Loan Agreement (to the extent applicable) as follows:

Section 4.1 — Ownership Pledgor is the sole legal and beneficial owner of one hundred percent (100%) of all issued and outstanding membership interests in the Pledged Entity. The Pledged Interests are fully paid and non-assessable (or the limited liability company equivalent thereof under the DLLCA and the LLC Agreement). No other membership interests, equity interests, partnership interests, options, warrants, conve

Section 4.2 — Authority; Enforceability Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pledgor has full power, authority, and legal right to execute, deliver, and perform this Agreement and each other Loan Document to which it is a party, and to grant the security interest herein created. The execution, delivery, and performance o

Section 4.3 — No Conflicts The execution, delivery, and performance of this Agreement by Pledgor, and the granting of the security interest herein, do not and will not: (i) violate or conflict with, or result in a breach of, or require any consent not already obtained under, the Constituent Documents of Pledgor or the Pledged Entity, including without limitation the certificate of formation, limited liability company

Section 4.4 — Organizational Information The following information with respect to Pledgor is true, correct, and complete as of the date hereof: (a) Full legal name: Hudson Yards West Mezzanine LLC. (b) Jurisdiction of organization: the State of Delaware. (c) Organizational identification number: as assigned by the Delaware Secretary of State upon formation (to be confirmed upon receipt of the Certificate of Formatio

Section 4.5 — Pledged Entity Information The following information with respect to the Pledged Entity is true, correct, and complete as of the date hereof: (a) Full legal name: Hudson Yards West Mortgage LLC. (b) Jurisdiction of organization: the State of Delaware. (c) The Pledged Entity is a single-purpose entity organized and existing solely for the purpose of owning, operating, and managing the Property, entering

Section 4.6 — Article 8 Opt-In; Certificated Interests Pledgor represents and warrants as follows with respect to the characterization of the Pledged Interests: (a) The LLC Agreement of the Pledged Entity provides, pursuant to Section 18-702(c) of the DLLCA and Section 8-103(c) of the UCC, that all membership interests in the Pledged Entity shall constitute "securities" governed by Article 8 of the UCC. Such election

Section 4.7 — Security Interest Perfection Upon delivery of the certificates representing the Pledged Interests, duly endorsed in blank (or accompanied by duly executed, undated membership interest transfer powers in blank), and upon the filing of the UCC-1 financing statements authorized hereunder, Secured Party will have a first priority perfected security interest in the Pledged Collateral under Articles 8 and 9 o

Section 4.8 — No Consents Required No consent, approval, authorization, order, registration, qualification, license, or filing with or of any governmental authority, self-regulatory organization, securities exchange, or any other person is required in connection with the execution, delivery, or performance of this Agreement by Pledgor, or the creation, perfection, or enforcement of the security interest granted hereu

Section 4.9 — Litigation No action, suit, proceeding, investigation, arbitration, or claim is pending or, to Pledgor's actual knowledge after due inquiry, threatened against Pledgor or the Pledged Entity before any court, arbitrator, governmental authority, or other tribunal that: (a) could reasonably be expected to adversely affect the Pledged Collateral, the value thereof, or the ability of Pledgor to perform its o

Section 4.10 — Compliance with Intercreditor Agreement The execution and delivery of this Agreement and the grant of the security interest herein are expressly permitted under, and in compliance with, the terms and conditions of the Intercreditor Agreement. The Intercreditor Agreement is in full force and effect on the date hereof, has been duly executed and delivered by each of the parties thereto, and has not been

Section 4.11 — Solvency Pledgor is solvent on the date hereof and will not be rendered insolvent by the granting of the security interest herein or the performance of any of Pledgor's obligations hereunder. As of the date hereof, and giving effect to the transactions contemplated hereby: (a) the fair value and present fair salable value of Pledgor's assets exceeds Pledgor's total liabilities (including contingent and

Section 4.12 — No Prior Assignment Pledgor has not previously sold, assigned, transferred, pledged, hypothecated, or encumbered, and has not previously granted any security interest in or lien upon, any of the Pledged Collateral, and the Pledged Collateral is free and clear of all liens, claims, charges, encumbrances, security interests, and restrictions of every kind and nature, other than (a) Permitted Encumbrances

ARTICLE 5 — COVENANTS Pledgor hereby covenants and agrees with Secured Party as follows:

Section 5.1 — Protection of Security Interest Pledgor shall not, without the prior written consent of Secured Party, create, incur, assume, or permit to exist any lien, security interest, charge, encumbrance, claim, or restriction of any kind on or with respect to any of the Pledged Collateral, other than the first priority security interest in favor of Secured Party granted hereunder and Permitted Encumbrances. Pled

Section 5.2 — Maintenance of Existence Pledgor shall maintain the Pledged Entity in good standing under the laws of the State of Delaware and in each other jurisdiction where the nature of its business, the character of its properties, or the conduct of its activities requires such qualification, and shall promptly provide evidence thereof to Secured Party upon request. Pledgor shall not permit or consent to any amen

Section 5.3 — Single-Purpose Entity Covenants Pledgor shall cause the Pledged Entity to at all times comply with each of the single-purpose entity ("SPE") covenants set forth in the Loan Agreement, including without limitation the following requirements: (a) the Pledged Entity shall maintain its separate existence and shall not commingle its assets, funds, or accounts with those of any other person; (b) the Pledged E

Section 5.4 — Notices of Changes Pledgor shall give Secured Party not less than thirty (30) days' prior written notice of any change in: (a) Pledgor's legal name; (b) Pledgor's jurisdiction of organization; (c) Pledgor's organizational identification number as assigned by the Delaware Secretary of State; (d) the location of Pledgor's chief executive office or principal place of business; or (e) the legal name or juri

Section 5.5 — Payment of Taxes and Claims Pledgor shall pay and discharge, or cause to be paid and discharged, all taxes, assessments, levies, and governmental charges assessed or imposed upon the Pledged Collateral, or upon the income or profits derived therefrom, before the same shall become delinquent or in default; provided, however, that Pledgor shall not be required to pay any such tax, assessment, levy, or cha

Section 5.6 — Compliance with LLC Agreement Pledgor shall duly and punctually perform, comply with, and observe all material terms, covenants, conditions, and obligations of the LLC Agreement of the Pledged Entity applicable to Pledgor as a member thereof. Pledgor shall not consent to the admission of any additional members or interest holders to the Pledged Entity, or to the creation, issuance, sale, or other dispos

Section 5.7 — Distributions (a) Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, Pledgor shall be entitled to receive and retain cash Distributions from the Pledged Entity only to the extent such Distributions are expressly permitted under the Loan Agreement and are made in compliance with the cash management provisions thereof. Pledgor shall not accept or receive any Distrib

Section 5.8 — Further Assurances Pledgor shall, from time to time, at the sole cost and expense of Pledgor, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments, agreements, certificates, and documents, and take such further actions, as Secured Party may from time to time reasonably request to carry out the purposes and intent of this Agreement and

Section 5.9 — No Dissolution or Winding-Up Pledgor shall not, without the prior written consent of Secured Party, dissolve, wind up, liquidate, or terminate the Pledged Entity, or consent to, approve, or take any action leading to, or that could result in, the dissolution, winding-up, liquidation, or termination of the Pledged Entity. Pledgor shall take all reasonable actions necessary to prevent the occurrence of an

Section 5.10 — Books and Records; Inspection Pledgor shall maintain, and shall cause the Pledged Entity to maintain, complete, accurate, and up-to-date books and records relating to the Pledged Collateral, the Pledged Entity, and the Property, in form and substance satisfactory to Secured Party. Pledgor shall permit Secured Party and its authorized representatives, agents, and advisors (including outside counsel and

Section 5.11 — Compliance with Intercreditor Agreement Pledgor shall not take any action or fail to take any action that would cause or permit a violation, breach, or default under the Intercreditor Agreement. Pledgor hereby acknowledges and agrees that the rights and remedies of Secured Party hereunder are expressly subject to and qualified by the terms and conditions of the Intercreditor Agreement, and Pledgor shal

Section 5.12 — Financing Statement Amendments Pledgor shall not, and shall not authorize any other person to, file, or cause or permit to be filed, any UCC financing statement, amendment, continuation, assignment, or termination statement with respect to the Pledged Collateral, or any portion thereof, without the prior written consent of Secured Party, except as expressly contemplated by this Agreement or the other L

ARTICLE 6 — VOTING RIGHTS; DIVIDENDS

Section 6.1 — Voting Rights Prior to Event of Default So long as no Event of Default has occurred and is continuing, Pledgor shall be entitled to exercise any and all voting rights, consent rights, approval rights, and management rights pertaining to the Pledged Interests for any purpose not inconsistent with the terms of this Agreement, the other Loan Documents, or the Intercreditor Agreement; provided, however, tha

Section 6.2 — Voting Rights After Event of Default Upon the occurrence and during the continuance of an Event of Default, all voting rights, consent rights, approval rights, management rights, and all other rights of Pledgor pertaining to the Pledged Interests shall, at the sole election of Secured Party upon written notice to Pledgor, be exercised exclusively by Secured Party (or its designee), subject in all events

Section 6.3 — Distributions Prior to Event of Default Prior to the occurrence and continuance of an Event of Default, Pledgor may receive and retain cash Distributions from the Pledged Entity only to the extent such cash Distributions are expressly permitted under the Loan Agreement and are made in compliance with the cash management provisions thereof. All non-cash Distributions (including without limitation any mem

Section 6.4 — Distributions After Event of Default Upon the occurrence and during the continuance of an Event of Default, (a) all Distributions on or with respect to the Pledged Interests (whether cash or non-cash) shall be paid, delivered, and remitted directly to Secured Party (or as Secured Party may direct), (b) Secured Party shall be entitled to apply all such Distributions against the Secured Obligations in suc

ARTICLE 7 — EVENTS OF DEFAULT; REMEDIES

Section 7.1 — Events of Default Each of the following events shall constitute an "Event of Default" under this Agreement: (a) The occurrence and continuance of any "Event of Default" as defined in, and under, the Loan Agreement. (b) Any representation or warranty made by Pledgor in this Agreement or in any certificate, financial statement, or other document delivered by Pledgor in connection herewith proves to have b

Section 7.2 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have, in addition to all other rights and remedies available to Secured Party under the Loan Documents, at law, or in equity, the following rights and remedies (which rights and remedies are cumulative and may be exercised individually or concurrently): (a) UCC Remedies. All rights a