Contract analysis

Section 1.1 — Defined Terms All capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Loan Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings when used herein: "Account Control Agreement" means each Deposit Account Control Agreement entered into by Borrower, Lender, and Deposit Bank

Section 1.2 — Rules of Construction (a) Unless the context clearly requires otherwise, all references in this Agreement to the Loan Agreement, the Mortgage, the Assignment of Leases and Rents, or any other Loan Document shall mean such document as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof. (b) Words importing the singular number shall include the plu

ARTICLE 2 — ESTABLISHMENT OF ACCOUNTS

Section 2.1 — Lockbox Account (a) Deposit Bank shall establish and maintain a segregated deposit account in the name of "Hudson Yards West Mortgage LLC — Lockbox Account" (the "Lockbox Account") at its offices located at 140 Broadway, 20th Floor, New York, New York 10005. The account details for the Lockbox Account are set forth on Exhibit A attached hereto and shall be completed upon the establishment of such accoun

Section 2.2 — Cash Management Account (a) Deposit Bank shall establish and maintain a segregated deposit account in the name of "Hudson Yards West Mortgage LLC — Cash Management Account" (the "Cash Management Account") at its offices located at 140 Broadway, 20th Floor, New York, New York 10005. The account details for the Cash Management Account are set forth on Exhibit A attached hereto. (b) All funds on deposit in

Section 2.3 — Reserve Accounts (a) Deposit Bank shall establish and maintain the following Reserve Accounts, each as an Eligible Account, in the name of Borrower and subject to the exclusive dominion and control of Lender, at Deposit Bank's offices located at 140 Broadway, 20th Floor, New York, New York 10005: (i) Tax and Insurance Reserve Account. A segregated deposit account in the name of "Hudson Yards West Mortga

Section 2.4 — Account Control Agreements (a) Concurrently with the execution and delivery of this Agreement, Borrower, Lender, and Deposit Bank shall enter into one or more Account Control Agreements with respect to each of the Lockbox Account, the Cash Management Account, and each Reserve Account, in form and substance satisfactory to Lender, granting Lender "control" within the meaning of Section 9-104 of the Unifo

Section 2.5 — Interest on Accounts (a) All interest, earnings, and investment returns accruing on funds on deposit in the Lockbox Account, the Cash Management Account, and each Reserve Account shall be for the account of Borrower and shall constitute additional security for the Loan and Borrower's obligations under the Loan Documents. (b) Interest and earnings on funds in the Lockbox Account and the Cash Management A

Section 2.6 — Eligible Account Requirements (a) Each account established and maintained under this Agreement shall at all times satisfy the following requirements: (i) The account shall be maintained at an Eligible Institution that is a federally insured depository institution within the meaning of applicable federal banking law and regulations. (ii) The account shall be held in the name of Borrower, with the securit

ARTICLE 3 — LOCKBOX PROCEDURES; TENANT DIRECTION LETTERS

Section 3.1 — Deposit of Rents (a) Borrower shall cause all Rents and all other revenue derived from or allocable to the Property to be deposited directly into the Lockbox Account. No Rents or other revenue of the Property shall be deposited into any account of Borrower or any other person other than the Lockbox Account. This obligation is absolute and unconditional and shall remain in effect at all times during the

Section 3.2 — Tenant Direction Letters (a) Within five (5) Business Days after the Closing Date, Borrower shall deliver a Tenant Direction Letter, in substantially the form attached hereto as Exhibit B (with such modifications as may be necessary to conform to the terms of the applicable Lease), to each tenant under an existing Lease at the Property, directing such tenant to remit all Rents and other amounts payable

Section 3.3 — Misdirected Payments (a) If Borrower, the Property Manager, or any affiliate, agent, or representative of Borrower receives any Rents or other amounts that should have been deposited directly into the Lockbox Account (including amounts received by check, wire transfer, or any other means), Borrower shall deposit (or cause the deposit of) such amounts into the Lockbox Account within one (1) Business Day

Section 3.4 — Endorsement Borrower hereby irrevocably authorizes and directs Deposit Bank to endorse any checks, drafts, money orders, or other instruments received for deposit to the Lockbox Account in the name of Borrower, with the endorsement "For Deposit Only" or words of similar import, and to deposit the proceeds thereof into the Lockbox Account. Borrower further authorizes Deposit Bank to accept items for depo

ARTICLE 4 — CASH MANAGEMENT TRIGGERS; CASH SWEEP TRIGGERS

Section 4.1 — Cash Management Trigger Events A "Cash Management Trigger Event" shall mean the occurrence of any of the following events or circumstances: (a) The occurrence and continuance of an Event of Default under the Loan Agreement (after the expiration of any applicable notice and cure period expressly set forth therein); (b) Borrower's DSCR falling below 1.20x (the "DSCR Covenant" under the Loan Agreement) for

Section 4.2 — Cash Management Trigger Cure A Cash Management Trigger Event shall be deemed to have been cured (a "Cash Management Trigger Cure"), and the related Cash Management Period shall terminate, upon the satisfaction of the following conditions with respect to the applicable Cash Management Trigger Event: (a) With respect to a Cash Management Trigger Event described in Section 4.1(a), the cure of all Events of

Section 4.3 — Cash Sweep Trigger Events A "Cash Sweep Trigger Event" shall mean the occurrence of either of the following events or circumstances: (a) Borrower's DSCR falling below 1.10x on a trailing twelve (12) month basis, tested quarterly on each Test Date, as determined by Lender on the basis of the financial statements, rent rolls, and other information delivered by Borrower pursuant to the Loan Agreement; or (

Section 4.4 — Cash Sweep Trigger Cure A Cash Sweep Trigger Event shall be deemed to have been cured (a "Cash Sweep Trigger Cure"), and the related Cash Sweep Period shall terminate, upon the satisfaction of the following conditions with respect to the applicable Cash Sweep Trigger Event: (a) With respect to a Cash Sweep Trigger Event described in Section 4.3(a), Borrower's DSCR being restored to at least 1.10x for tw

Section 4.5 — Interaction with Mezzanine Loan Cash Management (a) The parties acknowledge and agree that the cash management rights and remedies of Lender under this Agreement are senior and prior in right and priority to any cash management rights or remedies of Granite Peak Capital Partners, LP, as Mezzanine Lender, under the Mezzanine Loan Agreement or any related mezzanine loan documents. (b) To the extent that t

ARTICLE 5 — WATERFALL; APPLICATION OF FUNDS

Section 5.1 — Application Outside a Cash Management Period When no Cash Management Period is in effect, funds in the Cash Management Account shall be applied on each Monthly Payment Date (or on such other date as may be specified in the Loan Agreement for the applicable payment or deposit) in the following order of priority: (a) First, to Lender, the Monthly Debt Service Payment then due and payable under the Loan Ag

Section 5.2 — Application During a Cash Management Period (Waterfall) During any Cash Management Period, funds in the Cash Management Account shall be applied on each Monthly Payment Date (or on such other date as may be specified in the Loan Agreement for the applicable payment or deposit) in the following order of priority (the "Waterfall"): (a) First, to Lender and/or Deposit Bank, as applicable, any unpaid fees,

Section 5.3 — Excess Cash Reserve Account (a) All amounts on deposit in the Excess Cash Reserve Account during a Cash Sweep Period shall be held as additional collateral for the Loan and the obligations of Borrower under the Loan Documents. Neither Borrower nor any other person (other than Lender) shall have any right to withdraw, transfer, or otherwise direct the disposition of any funds in the Excess Cash Reserve A

Section 5.4 — Insufficiency of Funds If the amounts available in the Cash Management Account on any Monthly Payment Date (or other applicable date) are insufficient to fund all items in the Waterfall set forth in Section 5.2 (or, outside a Cash Management Period, all items set forth in Section 5.1), funds shall be applied in the order of priority set forth in the applicable Section until such funds are exhausted. Any

Section 5.5 — Adjustments to Reserve Deposits (a) Monthly reserve deposit amounts for the Tax and Insurance Reserve Account shall be recalculated by Lender upon receipt of updated real property tax bills, tax assessment notices, insurance premium invoices, and insurance renewal quotations. Lender shall provide Borrower with written notice of any adjustment to the monthly Tax and Insurance Reserve deposit amount withi

ARTICLE 6 — OPERATING EXPENSE DISBURSEMENTS

Section 6.1 — Approved Annual Budget (a) Not later than thirty (30) calendar days prior to the commencement of each fiscal year of Borrower (and, with respect to the first partial fiscal year, within thirty (30) calendar days after the Closing Date), Borrower shall submit to Lender a proposed annual operating and capital budget (a "Proposed Budget") for the Property for the ensuing fiscal year. The Proposed Budget sh

Section 6.2 — Disbursement Requests (a) During a Cash Management Period, Borrower shall submit monthly disbursement requests to Lender (or such more frequent requests as Lender may permit) for Operating Expenses set forth in the Approved Annual Budget. Each disbursement request shall be submitted in substantially the form of Exhibit C attached hereto and shall be accompanied by supporting documentation, including ori